Common use of Required Governmental Approvals Clause in Contracts

Required Governmental Approvals. No consent, clearance, approval, Order or authorization of, or filing or registration with, or expiration or termination of any waiting period required by, or notification to (any of the foregoing being referred to herein as an “Approval”), any Governmental Authority is required on the part of the Company or any of its Subsidiaries in connection with the execution or delivery by the Company of this Agreement or any Ancillary Agreement, the performance by the Company of its covenants and obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby, other than (a) the Approvals under applicable Antitrust Laws, (b) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger and the issuance of the Certificate of Merger by the Companies Registrar, (c) the filings and other Approvals as may be required under the Israeli Securities Law, (d) the filings and other Approvals as may be required under the rules and regulations of TASE, (e) receipt of the Options Tax Ruling and the Withholding Tax Ruling, (f) such filings and other Approvals as may be required solely by reason of Parent’s or Merger Sub’s (as opposed to any third party’s) participation in the Merger or the other transactions contemplated hereby, and (g) such other Approvals the failure of which to make or obtain has not had and would not reasonably be expected to have, individually or in the aggregate, a material effect on the transactions contemplated hereunder and the ability to effect and perform them.

Required Governmental Approvals. No consent, clearance, approval, Order or authorization of, or filing or registration with, or expiration or termination of any waiting period required by, or notification to (any of the foregoing being referred to herein as an “Approval”), any Governmental Authority is required on the part of the Company or any of its Subsidiaries in connection with the execution or delivery by the Company of this Agreement or any Company Ancillary Agreement, the performance by the Company of its covenants and obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby, other than (a) the Approvals OCS Notice, (b) the Approval under applicable Antitrust Laws, (bc) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger and the issuance of the Certificate of Merger by the Companies Registrar, (cd) the filings and other Approvals as may be required under the Israeli Securities LawExchange Act, (de) the filings and other Approvals as may be required under the rules and regulations of TASE, Nasdaq (ef) receipt the filing of requests for the Options Tax Ruling and the Withholding Tax Ruling, (fg) such filings and other Approvals as may be required solely by reason of Parent’s or Merger Sub’s (as opposed to any third party’s) participation in the Merger or the other transactions contemplated hereby, and (gh) such other Approvals the failure of which to make or obtain has not had and would not reasonably be expected to have, individually or in the aggregate, a material effect on the transactions contemplated hereunder and the ability to effect and perform themCompany Material Adverse Effect.

Required Governmental Approvals. No consent, clearance, approval, Order or authorization of, or filing or registration with, or expiration or termination of any waiting period required by, or notification to (any of the foregoing being referred to herein as an “Approval”), any Governmental Authority is required on the part of the Company or any of its Subsidiaries in connection with the execution or delivery by the Company of this Agreement or any Ancillary Agreement, the performance by the Company of its covenants and obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby, other than (a) the Approvals IIA Notice, (b) the Approval under the HSR Act and other applicable Antitrust Laws, (bc) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger and the issuance of the Certificate of Merger by the Companies Registrar, (cd) the filings and other Approvals as may be required under the Exchange Act or Israeli Securities Law, (de) the filings and other Approvals as may be required under the rules and regulations of Nasdaq and TASE, (ef) receipt of the Options Tax Ruling and the Withholding Tax Ruling, (fg) such filings and other Approvals as may be required solely by reason of Parent’s or Merger Sub’s (as opposed to any third party’s) participation in the Merger or the other transactions contemplated hereby, and (gh) such other Approvals the failure of which to make or obtain has not had and would not reasonably be expected to have, individually or in the aggregate, a material effect on the transactions contemplated hereunder and the ability to effect and perform themCompany Material Adverse Effect.

Required Governmental Approvals. No consent, clearance, approval, license, Order or authorization of, or filing filing, declaration, notice or registration with, or expiration or termination of any waiting period required by, or notification to (any of the foregoing being referred to herein as an “Approval”), any Governmental Authority is required on the part of the Company or any of its the Company Subsidiaries in connection with the execution or delivery by the Company of this Agreement or any Ancillary Agreement, the performance by the Company of its covenants and obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby, other than (a) the Approvals OCS Notice, (b) the Approval under applicable Antitrust Laws, (bc) the filing of the Merger Proposal and Merger Notice with the Israeli Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger and the issuance of the Certificate of Merger by the Israeli Companies Registrar, (cd) the filings and other Approvals as may be required under the Israeli Securities LawExchange Act or any other applicable securities laws, (de) the filings and other Approvals as may be required under the rules and regulations of TASENasdaq, (ef) receipt of the Options Tax Ruling and the Withholding Tax Ruling, (fg) such filings and other Approvals as may be required solely by reason of Parent’s or Merger Sub’s (as opposed to any third party’s) participation in the Merger or the other transactions contemplated hereby, and (gh) such other Approvals the failure of which to make or obtain has not had and would not reasonably be expected to have, individually or in the aggregate, a material effect on the transactions contemplated hereunder and the ability to effect and perform themCompany Material Adverse Effect.

Required Governmental Approvals. No consent(a) From the Execution Date through the earlier to occur of the Closing or the termination and abandonment of this Agreement in accordance with its terms, clearanceeach Party shall use its commercially reasonable efforts to obtain all Required Governmental Approvals. Buyer and Seller will make or cause to be made the filings required under any Laws with respect to the transactions contemplated by this Agreement, approvalincluding the filing required to secure all Required Governmental Approvals, Order and to pay any fees due in connection with such filings, as promptly as is reasonably practicable, and in any event with respect to Required Governmental Approvals within twenty (20) Business Days after the Execution Date (except as otherwise mutually agreed upon among the Parties). Buyer and Seller will: (i) cooperate with the other Party and furnish all information in such Party’s possession that is necessary in connection with such other Party’s filings; (ii) use their respective best efforts to cause the expiration of the notice or authorization ofwaiting periods under any applicable Laws and to obtain any required approvals from Governmental Authorities, or filing or registration with, or expiration or termination as promptly as is reasonably practicable; (iii) promptly inform the other Party of any waiting period required bycommunication from or to, and any proposed understanding or notification to (any of the foregoing being referred to herein as an “Approval”)agreement with, any Governmental Authority in respect of such filings; (iv) consult and cooperate with the other Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions and proceedings with Governmental Authorities relating to such filings; (v) comply, as promptly as is required on the part of the Company reasonably practicable, with any requests received by such Party or any of its Subsidiaries in connection with the execution Affiliates under any other applicable Laws for additional information, documents or delivery other materials; (vi) use their respective best efforts to resolve any objections as may be asserted by the Company of this Agreement or any Ancillary Agreement, the performance by the Company of its covenants and obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby, other than (a) the Approvals under applicable Antitrust Laws, (b) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL Governmental Authority with respect to the consummation of the Merger and the issuance of the Certificate of Merger by the Companies Registrar, (c) the filings and other Approvals as may be required under the Israeli Securities Law, (d) the filings and other Approvals as may be required under the rules and regulations of TASE, (e) receipt of the Options Tax Ruling and the Withholding Tax Ruling, (f) such filings and other Approvals as may be required solely by reason of Parent’s or Merger Sub’s (as opposed to any third party’s) participation in the Merger or the other transactions contemplated hereby, by this Agreement; and (gvii) such other Approvals the failure of which use their respective best efforts to make contest and resist any action or obtain has not had and would not reasonably proceeding instituted (or threatened in writing to be expected to have, individually or in the aggregate, a material effect on instituted) by any Governmental Authority challenging the transactions contemplated hereunder by this Agreement as violative of any Law. If a Party intends to participate in any meeting with any Governmental Authority with respect to such filings, it will give the other Party reasonable prior notice of, and the ability an opportunity to effect and perform themparticipate in, such meeting.

Required Governmental Approvals. No consent, clearance, approval, Order or authorization of, or filing or registration with, or expiration or termination Approval of any waiting period required by, or notification to (any of the foregoing being referred to herein as an “Approval”), any Governmental Authority is required on the part of the Company Parent, Merger Sub or any of its Subsidiaries their Affiliates in connection with the execution or and delivery by the Company Parent and Merger Sub of this Agreement Agreement, or any Ancillary Agreement, the performance by the Company Parent and Merger Sub of its their respective covenants and obligations hereunder and thereunder and the consummation by the Company Parent and Merger Sub of the transactions contemplated hereby and thereby, other than (a) the Approvals required under applicable Antitrust LawsLaws as set forth in Section 4.4(a) of the Company Disclosure Letter, (b) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger and the issuance of the Certificate of Merger by the Companies Registrar, (c) the filings and other Approvals as may be required under the Israeli Securities LawExchange Act, (d) the filings and other Approvals as may be required under the rules and regulations of TASENASDAQ or Euronext Paris, (e) receipt the Approvals of the Options Tax Ruling and MOC, the Withholding Tax RulingFCC or otherwise required by applicable Governmental Authorities which regulate communications matters as set forth in Section 4.4(e) of the Company Disclosure Letter, (f) such filings and other Approvals as set forth in Section 4.4(f) of the Company Disclosure Letter, (g) any Approvals that may be required solely by reason under any Material Permits as set forth in Section 4.4(g) of Parent’s or Merger Sub’s (as opposed to any third party’s) participation in the Merger or the other transactions contemplated herebyCompany Disclosure Letter, and (gh) such other Approvals the failure of which to make or obtain has not had and would not reasonably be expected to havenot, individually or in the aggregate, a material effect on prevent or materially delay the consummation by Parent and Merger Sub of the transactions contemplated hereunder hereby or the performance by Parent and the ability to effect Merger Sub of their respective covenants and perform themobligations hereunder.

Required Governmental Approvals. No consent, clearance, approval, Order or authorization of, or filing or registration with, or expiration or termination of any waiting period required by, or notification to (any of the foregoing being referred to herein as an “Approval”), any Governmental Authority is required on the part of the Company or any of its Subsidiaries in connection with the execution or delivery by the Company of this Agreement or any Ancillary Agreement, the performance by the Company of its covenants and obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and therebyhereby, other than (a) the Approvals Investment Center Approval, (b) the IXX Approval, (c) Approval under the HSR Act and other applicable Antitrust Laws, (bd) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger and the issuance of the Certificate of Merger by the Companies Registrar, (ce) the filings and other Approvals as may be required under the Exchange Act or Israeli Securities Law, (df) the filings and other Approvals as may be required under the rules and regulations of Nasdaq and TASE, (eg) receipt of the Options Tax Ruling and the Withholding Tax Ruling, (fh) such filings and other Approvals as may be required solely by reason of Parent’s or Merger Sub’s (as opposed to any third party’s) participation in the Merger or the other transactions contemplated hereby, and (gi) such other Approvals the failure of which to make or obtain obtain, individually or in the aggregate, has not had and would not reasonably be expected to have, individually or in the aggregate, have a material effect on the transactions contemplated hereunder and the ability to effect and perform themCompany Material Adverse Effect.

Required Governmental Approvals. No consent, clearance, approval, Order or authorization of, or filing or registration with, or expiration or termination of any waiting period required by, or notification to (any of the foregoing being referred to herein as an “Approval”), any Governmental Authority is required on the part of the Company or any of its Subsidiaries in connection with the execution or delivery by the Company of this Agreement or any Ancillary Agreement, the performance by the Company of its covenants and obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby, other than (a) the Approvals OCS Notice and the Investment Center Approval, (b) the Approval under the HSR Act and other applicable Antitrust Laws, (bc) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger and the issuance of the Certificate of Merger by the Companies Registrar, (cd) the filings and other Approvals as may be required under the Exchange Act or Israeli Securities Law, (de) the filings and other Approvals as may be required under the rules and regulations of Nasdaq and TASE, (ef) receipt of the Options Tax Ruling and the Withholding Tax Ruling, (fg) such filings and other Approvals as may be required solely by reason of Parent’s or Merger Sub’s (as opposed to any third party’s) participation in the Merger or the other transactions contemplated hereby, and (gh) such other Approvals the failure of which to make or obtain has not had and would not reasonably be expected to have, individually or in the aggregate, a material effect on the transactions contemplated hereunder and the ability to effect and perform themCompany Material Adverse Effect.

Required Governmental Approvals. No consent, clearance, approval, Order or authorization of, or filing or registration with, or expiration or termination Consent of any waiting period required by, or notification to (any of the foregoing being referred to herein as an “Approval”), any Governmental Authority is required on the part of the Company or with respect to Investor or Acquisition Sub or any member of its Subsidiaries the Equity Consortium in connection with the execution or and delivery by the Company Investor and Acquisition Sub of this Agreement or any Ancillary Agreement, the performance by the Company Investor and Acquisition Sub of its their respective covenants and obligations hereunder hereunder, the compliance by Investor and thereunder Acquisition Sub with the provisions hereof and the consummation by the Company Investor and Acquisition Sub of the transactions contemplated hereby and therebyhereby, other than including the Financing, except for (a) the Approvals under applicable Antitrust Lawsfiling and recordation of the Certificate of Merger with the Secretary of State of the State of Delaware, (b) the filing such filings and approvals as may be required by any federal or state securities Laws, including compliance with any applicable requirements of the Merger Proposal Exchange Act, (c) Consents required under, and Merger compliance with any other applicable requirements of the HSR Act and the PRC Anti-Monopoly Law, (d) the submission of a Joint Notice to CFIUS pursuant to Exon-Xxxxxx and the CFIUS Approval, (e) the Taiwan Approvals, (f) the filings and approvals with or by PRC Governmental Authorities with respect to the Companies Registrar transactions contemplated hereby, including (A) the filings with and/or approvals of NDRC and all such other notices or filings required under the ICL MOFCOM with respect to the consummation of the Merger and the issuance of the Certificate of Merger by the Companies Registrar, (c) the filings and other Approvals as may be required under the Israeli Securities Law, (d) the filings and other Approvals as may be required under the rules and regulations of TASE, (e) receipt of the Options Tax Ruling and the Withholding Tax Ruling, (f) such filings and other Approvals as may be required solely by reason of Parent’s or Merger Sub’s (as opposed to any third party’s) participation in the Merger or the other transactions contemplated hereby, including the Financing, by Investor and Acquisition Sub and (B) SAFE’s registration and/or approvals in connection with the transactions contemplated hereby, including registration and/or approvals for conversion of RMB funds into U.S. dollar funds and transfer of U.S. dollar funds to Acquisition Sub or the holders of shares of Company Common Stock or other interests pursuant to or in connection with this Agreement and the Guaranty (to the extent that funding in U.S. dollars is required thereunder) (the filings, approvals and/or registrations referred to in clauses (A) and (B) of this Section 4.4(f) collectively, the “PRC Overseas Investment Approvals”), and (g) where the failure to obtain such other Approvals the failure of which to make or obtain has not had and Consents would not reasonably be expected to have, individually or in the aggregate, a material effect on the transactions contemplated hereunder and the ability to effect and perform theman Investor Material Adverse Effect.

Required Governmental Approvals. No consent, clearance, approval, Order or authorization of, or filing or registration with, or expiration or termination of any waiting period required by, or notification to (any of the foregoing being referred to herein as an “Approval”), any Governmental Authority is required on the part of the Company or any of its Subsidiaries in connection with the execution or delivery by the Company of this Agreement or any Ancillary Agreement, the performance by the Company of its covenants and obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby, other than (a) the any Approvals required under applicable Antitrust LawsLaws as set forth in Section 3.5(a) of the Company Disclosure Letter, (b) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger and the issuance of the Certificate of Merger by the Companies Registrar, (c) the Approvals of the Israeli Ministry of Communications (the “MOC”), the United States Federal Communications Commission (the “FCC”), or otherwise required by applicable Governmental Authorities which regulate communications matters as set forth in Section 3.5(c) of the Company Disclosure Letter, (d) the filings and other Approvals as may be required under the Israeli Securities LawExchange Act, (de) the filings and other Approvals as may be required under the rules and regulations of TASENASDAQ, (ef) receipt such Approvals as set forth in Section 3.5(f) of the Company Disclosure Letter, (g) Approvals that may be required under any Material Permits as set forth in Section 3.5(g) of the Company Disclosure Letter, (h) the filing of requests for the Options Tax Ruling and the Withholding Tax Ruling, (f) such filings and other Approvals as may be required solely by reason of Parent’s or Merger Sub’s (as opposed to any third party’s) participation in the Merger or the other transactions contemplated hereby, and (gi) such other Approvals the failure of which to make or obtain has not had been and would not reasonably be expected to havebe, individually or in the aggregate, a material effect on to the transactions contemplated hereunder and the ability to effect and perform themCompany or any of its Subsidiaries.

Required Governmental Approvals. No consentAll Required Governmental ------------------------------- Approvals and Purchaser Approvals that are Governmental Approvals shall have been obtained without the imposition of any conditions that are or would become applicable to any of the Purchased Assets, clearancethe Business or Purchaser (or any Affiliate or Associate of Purchaser) after the Closing that would be materially burdensome on any such Purchased Assets, approvalthe Business or Purchaser (or any Affiliate or Associate of Purchaser) or their respective businesses substantially as such businesses have been conducted prior to the Closing Date or as such businesses, Order as of the date hereof and the Closing Date, would be reasonably expected to be conducted after the Closing Date. All Required Governmental Approvals and Purchaser Approvals that are Governmental Approvals shall be in effect as of the Closing Date, and no Proceedings shall have been instituted or authorization threatened by any Governmental Authority as of the Closing Date with respect thereto as to which there is a material risk of a determination that would terminate the effectiveness of, or filing or registration with, or expiration or termination of any waiting period required by, or notification to (any of otherwise materially and adversely modify the foregoing being referred to herein as an “Approval”)terms of, any such Required Governmental Authority is required on the part of the Company Approval or any of its Subsidiaries in connection with the execution or delivery by the Company of this Agreement or any Ancillary Agreement, the performance by the Company of its covenants and obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby, other than (a) the Approvals under Purchaser Approval. All applicable Antitrust Laws, (b) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL waiting periods with respect to the consummation of the Merger Required Governmental Approvals and the issuance of the Certificate of Merger Purchaser Approvals that are Governmental Approvals shall have expired or 42 been terminated by the Companies Registrar, (c) the filings and other Approvals as may be required under the Israeli Securities Law, (d) the filings and other Approvals as may be required under the rules and regulations of TASE, (e) receipt of the Options Tax Ruling and the Withholding Tax Ruling, (f) such filings and other Approvals as may be required solely by reason of Parent’s or Merger Sub’s (as opposed to any third party’s) participation in the Merger or the other transactions contemplated herebyapplicable Governmental Authority, and (g) all conditions and requirements prescribed by Applicable Law or by such other Required Governmental Approvals and Purchaser Approvals to be satisfied on or prior to the failure of which Closing Date shall have been satisfied to make or obtain has not had the extent necessary such that all Required Governmental Approvals and would not reasonably be expected to havePurchaser Approvals that are Governmental Approvals are, individually or and will remain, in full force and effect assuming continued compliance with the aggregate, a material effect on terms thereof after the transactions contemplated hereunder and the ability to effect and perform themClosing.