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 IIA Notice, (b) the Approval under the HSR Act and other applicable Antitrust Laws, (c) 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, (d) the filings and other Approvals as may be required under the Exchange Act or Israeli Securities Law, (e) the filings and other Approvals as may be required under the rules and regulations of Nasdaq and TASE, (f) receipt of the Options Tax Ruling and the Withholding Tax Ruling, (g) 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 (h) 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 Company 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 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 IIA OCS Notice, (b) the Approval under the HSR Act and other applicable Antitrust Laws, (c) 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, (d) the filings and other Approvals as may be required under the Exchange Act or Israeli Securities LawAct, (e) the filings and other Approvals as may be required under the rules and regulations of Nasdaq and TASE, (f) receipt the filing of requests for the Options Tax Ruling and the Withholding Tax Ruling, (g) 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 (h) 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 Company 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 IIA Notice, (b) the Approval Approvals under the HSR Act and other applicable Antitrust Laws, (cb) 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, (dc) the filings and other Approvals as may be required under the Exchange Act or Israeli Securities Law, (ed) the filings and other Approvals as may be required under the rules and regulations of Nasdaq and TASE, (fe) receipt of the Options Tax Ruling and the Withholding Tax Ruling, (gf) 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 (hg) 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 Company Material Adverse Effectmaterial 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 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 IIA NoticeOCS Notice and the Investment Center Approval, (b) the Approval under the HSR Act and other applicable Antitrust Laws, (c) 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, (d) the filings and other Approvals as may be required under the Exchange Act or Israeli Securities Law, (e) the filings and other Approvals as may be required under the rules and regulations of Nasdaq and TASE, (f) receipt of the Options Tax Ruling and the Withholding Tax Ruling, (g) 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 (h) 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 Company 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) any Approvals required under applicable Antitrust Laws as set forth in Section 3.5(a) of the IIA NoticeCompany Disclosure Letter, (b) the Approval under the HSR Act and other applicable Antitrust Laws, (c) 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 Exchange Act or Israeli Securities LawAct, (e) the filings and other Approvals as may be required under the rules and regulations of Nasdaq and TASENASDAQ, (f) 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, (g) 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 (hi) 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 to the Company Material Adverse Effector any of its Subsidiaries.

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 IIA NoticeInvestment Center Approval, (b) the IXX Approval, (c) Approval under the HSR Act and other applicable Antitrust Laws, (cd) 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, (de) the filings and other Approvals as may be required under the Exchange Act or Israeli Securities Law, (ef) the filings and other Approvals as may be required under the rules and regulations of Nasdaq and TASE, (fg) receipt of the Options Tax Ruling and the Withholding Tax Ruling, (gh) 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 (hi) 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 Company Material Adverse Effect.

Required Governmental Approvals. No consent, approval, clearance, approvalwaiver, permit, Order or authorization of, or filing or registration with, or expiration or termination of any waiting period required by, declaration or notification to (any of the foregoing being referred to herein as an a “ApprovalConsent”), ) any Governmental Authority is required on the part of or with respect to the Company or any of its Subsidiaries in connection with the execution or and delivery by the Company of this Agreement or any Ancillary Agreement, the performance by the Company of its covenants and obligations hereunder and thereunder hereunder, the compliance by the Company with the provisions hereof and the consummation by the Company of the transactions contemplated hereby and therebyhereby, other than except for: (a) the IIA Notice, (b) the Approval under the HSR Act and other applicable Antitrust Laws, (c) the filing of the Articles of Merger Proposal and Merger Notice with the Companies Registrar Secretary of the Commonwealth of Massachusetts; (b) such filings and all approvals as may be required by any federal or state securities Laws, including compliance with any applicable requirements of the Securities Act or the Exchange Act; (c) Consents required under, and compliance with any other applicable requirements of, the HSR Act and any other applicable Antitrust Laws; (d) the submission of a voluntary joint filing of notice of the transaction to CFIUS and any requested supplemental information (the “Joint Notice”) pursuant to 31 C.F.R. Part 800 and 50 U.S.C. App. § 2170 (“Exon-Xxxxxx”) and the CFIUS Approval; Table of Contents (e) such other notices filings, approvals or filings required under clearances with or by the ICL Governmental Authorities in Taiwan with respect to the consummation of the Merger and the issuance of the Certificate of Merger by the Companies Registrar, (d) the filings and other Approvals as may be required under the Exchange Act or Israeli Securities Law, (e) the filings and other Approvals as may be required under the rules and regulations of Nasdaq and TASE, (f) receipt of the Options Tax Ruling and the Withholding Tax Ruling, (g) 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 filings, approvals or clearances for foreign or PRC investments under the Act Governing Relations between the People of the Taiwan Area and the Mainland Area (hcollectively, the “Taiwan Approvals”); and (f) such other Approvals Consents and filings, the failure of which to make obtain or obtain has not had and submit would not reasonably be expected to have, individually or in the aggregate, a Company 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 IIA Noticefiling and recordation of the Certificate of Merger with the Secretary of State of the State of Delaware, (b) such filings and approvals as may be required by any federal or state securities Laws, including compliance with any applicable requirements of the Approval under Exchange Act, (c) Consents required under, and compliance with any other applicable requirements of the HSR Act and other applicable Antitrust Lawsthe PRC Anti-Monopoly Law, (cd) the filing submission of a Joint Notice to CFIUS pursuant to Exon-Xxxxxx and the Merger Proposal CFIUS Approval, (e) the Taiwan Approvals, (f) the filings and Merger Notice 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, (d) the filings and other Approvals as may be required under the Exchange Act or Israeli Securities Law, (e) the filings and other Approvals as may be required under the rules and regulations of Nasdaq and TASE, (f) receipt of the Options Tax Ruling and the Withholding Tax Ruling, (g) 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 (hB) 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 Company an Investor Material Adverse Effect.

Required Governmental Approvals. No consent(a) Except as provided in Section 5.7(c), clearanceeach of the Parties, approvalas promptly as reasonably practicable after the date of execution of this Agreement and to the extent that such Party’s action or inaction is required or necessary to procure, Order or authorization may otherwise control or influence the procurement of, or filing or registration such Governmental Authorizations, shall give any notices to, make any filings with, or expiration or termination of any waiting period required by, or notification and use its reasonable best efforts to (any of the foregoing being referred to herein as an “Approval”), obtain any Governmental Authority is Authorizations that are necessary or required on the part of the Company to be given, made or any of its Subsidiaries obtained by Law or in connection with the execution or delivery Sale and the consummation of all other transactions contemplated by this Agreement and any Related Agreement, including those required by the OIR, AHCA, CMS, and any Governmental, Authority of a jurisdiction wherein the Company is engaged in Business. (b) The Parties shall cooperate with each other and their respective Affiliates and Advisors to obtain all Governmental Authorizations necessary or required to carry out the transactions contemplated by this Agreement, including all Governmental Authorizations required by the OIR, AHCA or CMS, and all other Governmental Authorizations that Purchaser reasonably deems necessary or appropriate. Each Party will provide and the Seller will cause the Company to provide such other information and communications to Governmental Authorities as the other Party or such authorities may reasonably request. The Parties hereto will not take any action that will have the effect of delaying, impairing or impeding the receipt of any required approvals and shall promptly respond to any requests for additional information from any Governmental Authority or filings in respect thereof. (c) Notwithstanding anything in this Agreement to the contrary, neither Purchaser nor any Affiliate of Purchaser shall have any obligation to sell, divest, or otherwise dispose of any of its or their assets or businesses, or to otherwise take action that would be materially adverse to its or their businesses, assets, financial condition or operations, (i) to remove any condition to the Purchaser’s receipt of a Governmental Authorization necessary or required for the consummation of the transactions contemplated by this Agreement or any Ancillary Related Agreement, or (ii) to avoid the performance by entry of, or to effect the Company dissolution of, any Order in any Proceeding, that would otherwise have the effect of its covenants and obligations hereunder and thereunder and preventing or materially delaying the consummation by the Company of the transactions contemplated hereby and thereby, other than (a) the IIA Notice, (b) the Approval under the HSR Act and other applicable Antitrust Laws, (c) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices by this Agreement 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, (d) the filings and other Approvals as may be required under the Exchange Act or Israeli Securities Law, (e) the filings and other Approvals as may be required under the rules and regulations of Nasdaq and TASE, (f) receipt of the Options Tax Ruling and the Withholding Tax Ruling, (g) 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 (h) 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 Company Material Adverse EffectRelated Agreement.

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 IIA NoticeApprovals required under applicable Antitrust Laws as set forth in Section 4.4(a) of the Company Disclosure Letter, (b) the Approval under the HSR Act and other applicable Antitrust Laws, (c) 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, (dc) the filings and other Approvals as may be required under the Exchange Act or Israeli Securities LawAct, (ed) the filings and other Approvals as may be required under the rules and regulations of Nasdaq and TASENASDAQ or Euronext Paris, (e) the Approvals of the MOC, the FCC 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) receipt such Approvals as set forth in Section 4.4(f) of the Options Tax Ruling and the Withholding Tax RulingCompany Disclosure Letter, (g) such filings and other any Approvals as 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 (h) 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 Company Material Adverse Effectprevent or materially delay the consummation by Parent and Merger Sub of the transactions contemplated hereby or the performance by Parent and Merger Sub of their respective covenants and obligations hereunder.

Required Governmental Approvals. No consent, clearance, approval, Order or authorization of, or filing or registration with, Permit of, waiting period termination or expiration or termination of any waiting period required byof, or notification to (any of the foregoing being referred to herein as an a “ApprovalConsent”), any Governmental Authority is required on the part of the Company (including on behalf of or in respect of any of its Subsidiaries Subsidiaries) in connection with the execution or and delivery by the Company of this Agreement or any Ancillary Agreementand all other agreements and documents contemplated hereby to which it is a party, 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 except: (a) the IIA Notice, (b) the Approval under the HSR Act filing and other applicable Antitrust Laws, (c) 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 recordation of the Certificate of Merger with the Secretary of State of the State of Delaware as required by the Companies Registrar, DGCL and such filings with Governmental Authorities to satisfy the applicable Laws of states in which the Company and its Subsidiaries are qualified to do business; (db) the such filings and other Approvals approvals as may be required under by any federal or state securities Laws, including compliance with any applicable requirements of the Exchange Act or Israeli Securities LawAct; (c) Consents required under, (e) the filings and compliance with any other Approvals as may be required under the rules and regulations of Nasdaq and TASE, (f) receipt applicable requirements of the Options Tax Ruling HSR Act and the Withholding Tax Ruling, any other applicable Antitrust Laws; and (g) 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 (hd) such other Approvals Consents, the failure of which to make or obtain has not had and would not reasonably be expected to haveresult in a liability material to the Company and its Subsidiaries, individually taken as a whole, or in prevent or materially delay the aggregate, a consummation by the Company Material Adverse Effectof the transactions contemplated hereby or the performance by the Company of its covenants and obligations hereunder.