Common use of Governmental Approvals and Consents Clause in Contracts

Governmental Approvals and Consents. Other than (i) the compliance with and filings and/or notices under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvement Act of 1976, as amended (the “HSR Act”), Council Regulation (EC) 139/2004 of the European Union (the “EU Merger Regulation”), if applicable, (ii) other merger control or competition law filings and/or notices (as mutually determined necessary or advisable by Yankees and Braves and set forth on Schedule I hereto) (subsections (i) and (ii) collectively, the “Competition Approvals”), (iii) the approvals, non-disapprovals, non-objections and consents to be obtained from the SEC or any other Governmental Entity set forth on Schedule IV hereto, (iv) the filing of the Certificate of Merger, (v) the approvals and consents to be obtained by Braves pursuant to Section 3.2(f) and (vi) as required in order to comply with state securities, takeover and “blue sky” laws, no authorizations, consents, approvals, orders, permits, licenses, notices, reports, filings, registrations, qualifications and exemptions of, with or from, or other actions are required to be made by Yankees or any of its Subsidiaries with, or obtained by Yankees or any of its Subsidiaries from, any Governmental Entity in connection with the execution and delivery by Yankees of this Agreement, the performance by Yankees of its obligations hereunder and the consummation of the transactions contemplated hereby. Yankees does not own, directly or indirectly, any voting interest in any Person that requires any additional filing by Braves under the HSR Act or any other merger control or competition law or other Law or regulation including but not limited to financial services or markets regulation.

Governmental Approvals and Consents. Other than (ia) the compliance with notifications and filings and/or notices expirations or terminations of waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvement Act of 1976, as amended (the “HSR Act”), Council Regulation (ECb) 139/2004 of the European Union (the “EU Merger Regulation”), if applicable, (ii) other merger control or control, competition law, and foreign investment law filings and/or notices (as mutually determined necessary or advisable by Yankees consents, registrations, approvals, authorizations and Braves and Permits set forth on Schedule I heretoSection 4.5(b) of each of the FMCTI Disclosure Letter and the Technip Disclosure Letter (subsections (ia) and (iib) collectivelytogether, the “Competition Approvals”), (iii) the approvals, non-disapprovals, non-objections and consents to be obtained from the SEC or any other Governmental Entity set forth on Schedule IV hereto, (iv) the filing of the Certificate of Merger, (vc) the approvals and consents to be obtained by Braves pursuant from the SEC, the AMF, Euronext Paris or the UKLA, (d) any approvals and consents to Section 3.2(fbe obtained from any Regulatory Authority in the EEA in connection with the passporting of the Admission Prospectus, (e) any Regulatory Authority to which notice is provided or from which approval is required in connection with the Preliminary Transactions, (f) the receipt and filing of the Technip Merger Order, (vig) the filing of the FMCTI Certificate of Merger, (h) as required in order to comply with state or other local securities, takeover and “blue sky” laws, (i) the receipt of the MINEFI Clearance and the CFIUS Clearance and (j) such other authorizations, consents, approvals, orders, permits, notices, reports, filings, registrations, qualifications and exemptions that, if not obtained, made or given, individually or in the aggregate, are not reasonably expected to have a Material Adverse Effect on such party, no authorizations, consents, approvals, orders, permits, licenses, notices, reports, filings, registrations, qualifications and exemptions of, with or from, or other actions are required to be made by Yankees such party or any of its Subsidiaries with, or obtained by Yankees such party or any of its Subsidiaries from, any governmental or regulatory authority, agency, commission, body or other governmental or regulatory entity (including any court), United States or non-United States, French, national or supra-national, state or local, including the SEC and the other Regulatory Authorities (“Governmental Entity Entity”) or any Self-Regulatory Organization, in connection with the execution and delivery by Yankees such party of the MOU and this Agreement, the performance by Yankees such party of its obligations hereunder or thereunder and the consummation of the transactions contemplated hereby. Yankees does not own, directly hereby or indirectly, any voting interest in any Person that requires any additional filing by Braves under the HSR Act or any other merger control or competition law or other Law or regulation including but not limited to financial services or markets regulationthereby.

Governmental Approvals and Consents. Other than (a) Each Party shall, as promptly as possible, (i) the compliance with make, or cause or be made, all filings and filings and/or notices submissions required under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvement Act any Law applicable to such Party or any of 1976, as amended (the “HSR Act”), Council Regulation (EC) 139/2004 of the European Union (the “EU Merger Regulation”), if applicable, (ii) other merger control or competition law filings and/or notices (as mutually determined necessary or advisable by Yankees and Braves and set forth on Schedule I hereto) (subsections (i) its Affiliates; and (ii) collectivelycooperate fully with the other Party and its Affiliates and otherwise use Reasonable Best Efforts to promptly obtain, the “Competition Approvals”), (iii) the approvals, non-disapprovals, non-objections and consents or cause to be obtained from the SEC or any other Governmental Entity set forth on Schedule IV heretoobtained, (iv) the filing of the Certificate of Mergerall consents, (v) the approvals and consents to be obtained by Braves pursuant to Section 3.2(f) and (vi) as required in order to comply with state securities, takeover and “blue sky” laws, no authorizations, consentsorders, approvals, ordersPermits, permitsGovernmental Orders, licenses, notices, reports, filings, registrations, qualifications and exemptions of, with declarations or from, or other actions are required to be made by Yankees or any of its Subsidiaries filings with, or obtained by Yankees notices to, all Governmental Authorities that may be or any of become necessary for its Subsidiaries from, any Governmental Entity in connection with the execution and delivery by Yankees of this Agreement, Agreement and the other Transaction Documents and the performance by Yankees of its obligations hereunder and the consummation of the transactions contemplated hereby. Yankees does not ownhereby and thereby, directly or indirectly, any voting interest in any Person that requires any additional filing by Braves under the HSR Act or any other merger control or competition law or other Law or regulation including but not limited to financial services operating the System and owning, leasing, operating, or markets regulationusing the Purchased Assets; and, provided, further, that in connection with the requirements set forth in this Section 6.5, that it is expected that the Parties will be required to initiate, prepare and file various documents with the Commission in connection with existing and new proceedings and, as part of this process, it is agreed that the Buyer shall be taking a lead role with respect to any such proceedings relating to the approval of this Agreement by the Commission, including the preparation, filing and processing of various documents for joint filing; provided, however, that despite the Buyer taking a lead role in this process, Seller shall be represented by independent counsel and remain independently responsible for reviewing, commenting and approving any such joint filings on its own behalf. (b) Seller and Buyer shall use Reasonable Best Efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 4.3(a), Section 4.14(b) and Section 5.3(a) of the Disclosure Schedule. (c) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of either Party before any Governmental Authority or the staff or regulators of any Governmental Authority, in connection with the transactions contemplated hereunder (but, for the avoidance of doubt, not including any interactions between Seller or Buyer with Governmental Authorities in the ordinary course of business, any disclosure which is not permitted by Law or any disclosure containing confidential information) shall be disclosed to the other Party hereunder in advance of any filing, submission or attendance, it being the intent that the parties will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any such analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals. Each Party shall give notice to the other Party with respect to any meeting, discussion, appearance or contact with any Governmental Authority or the staff or regulators of any Governmental Authority, with such notice being sufficient to provide, if applicable, the other Party with the opportunity to attend and participate in such meeting, discussion, appearance or contact. (d) Notwithstanding the foregoing, nothing in this Section 6.5 shall require, or be construed to require, Buyer or any of its Affiliates to agree to (i) sell, hold, divest, discontinue or limit, before or after the Closing Date, any assets, businesses or interests of Buyer or any of its Affiliates, or to consent to dispose of any part of or make changes to the System; (ii) any conditions relating to, or changes or restrictions in, the operations of any such assets, businesses or interests which, in either case, could reasonably be expected to result in a Material Adverse Effect or materially and adversely impact the economic or business benefits to Buyer of the transactions contemplated by this Agreement and the other Transaction Documents; or (iii) any material modification or waiver of the terms and conditions of this Agreement.

Governmental Approvals and Consents. Other than (ia) the compliance with and filings and/or notices under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvement Act of 1976, as amended (the “"HSR Act”), Council Regulation ") and (ECb) 139/2004 of the European Union (the “EU Merger Regulation”), if applicable, (ii) other merger control or competition law filings and/or notices (as mutually determined necessary or advisable by Yankees and Braves and set forth on Schedule I hereto) (subsections (i) and (ii) collectively, the “Competition Approvals”)under Foreign Merger Control Laws, (iiic) filings and/or notices under foreign investment laws or regulations, (d) the approvals, non-disapprovals, non-objections approvals and consents to be obtained from the SEC SEC, the Finnish Financial Supervisory Authority (the "FSA") or any other Governmental Entity set forth on Schedule IV heretoRegulatory Authority, including with respect to the Proxy Statement/Prospectus, the Form F-4 and the Finnish Prospectus, (ive) the filing of the Certificate of Merger, (v) the approvals and consents to be obtained by Braves pursuant to Section 3.2(f) and (vif) as required in order to comply with state or other local securities, takeover and “"blue sky” " laws, (g) submission of a notification to, and review by, the Committee on Foreign Investment in the United States ("CFIUS") pursuant to Section 721 of the Defense Production Act of 1950, as amended ("Exon-▇▇▇▇▇▇") and (h) such other authorizations, consents, approvals, Orders, permits, notices, reports, filings, registrations, qualifications and exemptions that, if not obtained, made or given, individually or in the aggregate, (x) are not reasonably expected to have a Material Adverse Effect on Theta and (y) are not reasonably expected to prevent or materially impair or delay the consummation of the Merger or any of the other transactions contemplated by this Agreement, no authorizations, consents, approvals, ordersOrders, permits, licenses, notices, reports, filings, registrations, qualifications and exemptions of, with or from, or other actions are required to be made by Yankees Theta, any Theta Subsidiaries or any of its Subsidiaries Theta Joint Ventures with, or obtained by Yankees Theta, any Theta Subsidiaries or any of its Subsidiaries Theta Joint Ventures from, any U.S., foreign (including Finnish) or international governmental or regulatory authority, agency, commission, bureau, court, tribunal, arbitral body or other governmental, quasi-governmental, regulatory or self-regulatory entity or authority of any nature, including the SEC, FSA and the other Regulatory Authorities ("Governmental Entity Entity"), in connection with the execution and delivery by Yankees Theta of this Agreement, the performance by Yankees Theta of its obligations hereunder and the consummation by Theta of the Merger and the other transactions contemplated hereby. Yankees does not own, directly or indirectly, any voting interest in any Person that requires any additional filing by Braves under the HSR Act or any other merger control or competition law or other Law or regulation including but not limited to financial services or markets regulation.

Governmental Approvals and Consents. Other than (i) the compliance with and filings and/or notices under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvement Act of 1976, as amended (the “HSR Act”), Council Regulation (EC) 139/2004 of the European Union (the “EU Merger Regulation”), if applicable, (ii) other merger control or competition law filings and/or notices (as mutually determined necessary or advisable by Yankees and Braves and set forth on Schedule I hereto) (subsections (i) and (ii) collectively, the “Competition Approvals”), (iii) the approvals, non-disapprovals, non-objections approvals and consents to be obtained from the SEC or any other Governmental Entity European Regulator, (ii) the filings and/or notices under the HSR Act, if applicable, the Exchange Act and the Securities Act, if any, and (iii) the approvals set forth on Schedule IV hereto, (ivSection 6.2(e) the filing of the Certificate of MergerEuronext Disclosure Letter, (v) the approvals and consents to be obtained by Braves pursuant to Section 3.2(f) and (vi) as required in order to comply with state securities, takeover and “"blue sky” " laws, no authorizations, consents, approvals, orders, permits, licenses, notices, reports, filings, registrations, qualifications and exemptions of, with or from, or other actions are required to be made by Yankees Euronext or any of its Subsidiaries or any Joint Venture with, or obtained by Yankees Euronext or any of its Subsidiaries or any Joint Venture from, any Governmental Entity or Self-Regulatory Organization in connection with the execution and delivery by Yankees Euronext of this Agreement, the performance by Yankees Euronext of its obligations hereunder hereunder, and the consummation of the transactions contemplated hereby. Yankees does not ownEuronext has made, directly or indirectlyin respect of the Offer and all other transactions contemplated in the Agreement, all required notifications and has obtained all required consents, advice and approvals pursuant to the relevant provisions of the Social and Economic Council Merger Regulation (SER-FUSIEGEDRAGSREGELS 2000), the Works Council Act (WET OP DE ONDERNEMINGSRADEN) and any voting interest in any Person that requires any additional filing by Braves under the HSR Act or any other merger control or competition law or other Law or regulation including but not limited to financial services or markets regulationapplicable collective bargaining agreement (COLLECTIEVE ARBEIDSOVEREENKOMST (CAO)).

Governmental Approvals and Consents. Other than (ia) the compliance with and filings and/or notices under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvement Act of 1976, as amended (the “HSR Act”), Council Regulation ) and (ECb) 139/2004 of the European Union (the “EU Merger Regulation”), if applicable, (ii) other merger control or competition law filings and/or notices (as mutually determined necessary or advisable by Yankees and Braves and set forth on Schedule I hereto) (subsections (i) and (ii) collectively, the “Competition Approvals”)under Foreign Merger Control Laws, (iiic) filings and/or notices under foreign investment laws or regulations, (d) the approvals, non-disapprovals, non-objections approvals and consents to be obtained from the SEC SEC, the Finnish Financial Supervisory Authority (the “FSA”) or any other Governmental Entity set forth on Schedule IV heretoRegulatory Authority, including with respect to the Proxy Statement/Prospectus, the Form F-4 and the Finnish Prospectus, (ive) the filing of the Certificate of Merger, (v) the approvals and consents to be obtained by Braves pursuant to Section 3.2(f) and (vif) as required in order to comply with state or other local securities, takeover and “blue sky” laws, (g) submission of a notification to, and review by, the Committee on Foreign Investment in the United States (“CFIUS”) pursuant to Section 721 of the Defense Production Act of 1950, as amended (“Exon- ▇▇▇▇▇▇”) and (h) such other authorizations, consents, approvals, Orders, permits, notices, reports, filings, registrations, qualifications and exemptions that, if not obtained, made or given, individually or in the aggregate, (x) are not reasonably expected to have a Material Adverse Effect on Theta and (y) are not reasonably expected to prevent or materially impair or delay the consummation of the Merger or any of the other transactions contemplated by this Agreement, no authorizations, consents, approvals, ordersOrders, permits, licenses, notices, reports, filings, registrations, qualifications and exemptions of, with or from, or other actions are required to be made by Yankees Theta, any Theta Subsidiaries or any of its Subsidiaries Theta Joint Ventures with, or obtained by Yankees Theta, any Theta Subsidiaries or any of its Subsidiaries Theta Joint Ventures from, any U.S., foreign (including Finnish) or international governmental or regulatory authority, agency, commission, bureau, court, tribunal, arbitral body or other governmental, quasi-governmental, regulatory or self-regulatory entity or authority of any nature, including the SEC, FSA and the other Regulatory Authorities (“Governmental Entity Entity”), in connection with the execution and delivery by Yankees Theta of this Agreement, the performance by Yankees Theta of its obligations hereunder and the consummation by Theta of the Merger and the other transactions contemplated hereby. Yankees does not own, directly or indirectly, any voting interest in any Person that requires any additional filing by Braves under the HSR Act or any other merger control or competition law or other Law or regulation including but not limited to financial services or markets regulation.

Governmental Approvals and Consents. Other than (i) the compliance with and filings and/or notices under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvement Act of 1976Competition Approvals, as amended (the “HSR Act”), Council Regulation (EC) 139/2004 of the European Union (the “EU Merger Regulation”), if applicable, (ii) other merger control or competition law filings and/or notices (as mutually determined necessary or advisable by Yankees and Braves and including those set forth on Schedule I hereto) (subsections (i) and , (ii) collectively, the “Competition Approvals”), (iii) the approvals, non-disapprovals, non-objections and consents to be obtained from the SEC or any other Governmental Entity and set forth on Schedule IV hereto, (iv) the filing of the Certificate of Merger, (viii) the approvals and consents to be obtained by Braves Yankees pursuant to Section 3.2(f3.1(f), (iv) the filing of the Braves Certificate of Merger and the Yankees Certificate of Merger and (viv) as required in order to comply with state securities, takeover and “blue sky” laws, no authorizations, consents, approvals, orders, permits, licenses, notices, reports, filings, registrations, qualifications and exemptions of, with or from, or other actions are required to be made by Yankees Braves or any of its Subsidiaries with, or obtained by Yankees Braves or any of its Subsidiaries from, any Governmental Entity in connection with the execution and delivery by Yankees Braves of this Agreement, the performance by Yankees Braves of its obligations hereunder and the consummation of the transactions contemplated hereby. Yankees Braves does not own, directly or indirectly, any voting interest in any Person that requires any additional filing by Braves Yankees under the HSR Act or any other merger control or competition law or other Law or regulation including but not limited to financial services or markets regulation. The representations and warranties in this Section 3.2(f) insofar as they apply to the Braves Merger shall be made as of the Execution Date.

Governmental Approvals and Consents. Other than (i) the compliance with and filings and/or notices under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvement Act of 1976, as amended (the “HSR Act”), (ii) the filings and/or notices under Council Regulation (EC) 139/2004 of the European Union Community, and (the “EU Merger Regulation”), if applicable, (iiiii) other merger control or competition law filings and/or notices, and filings and/or notices (as mutually determined necessary under foreign investment laws or advisable by Yankees and Braves and regulations, in each case including those set forth on Schedule I heretoSection 4.1(e) of each of the Omnicom Disclosure Letter and the Publicis Disclosure Letter (subsections (i), (ii) and (ii) iii), collectively, the “Competition Approvals”), (iiiiv) the approvals, non-disapprovals, non-objections approvals and consents to be obtained from the SEC SEC, the AMF or any other Governmental Entity set forth on Schedule IV heretothe Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten) (the “AFM”), (ivv) the filing of the Publicis Deed of Merger, (vi) the filing of the Certificate of Merger, (v) the approvals and consents to be obtained by Braves pursuant to Section 3.2(f) and (vivii) as required in order to comply with state or other local securities, takeover and “blue sky” laws, (viii) a ruling (agrément) granted by the French ministry of budget as referred to in Section 6.1(i)(ii) and (ix) such other authorizations, consents, approvals, orders, permits, notices, reports, filings, registrations, qualifications and exemptions that, if not obtained, made or given, individually or in the aggregate, (x) are not reasonably expected to have a Material Adverse Effect on such party and (y) are not reasonably expected to prevent or materially impair or delay the consummation of the Mergers or any of the other transactions contemplated by this Agreement, no authorizations, consents, approvals, orders, permits, licenses, notices, reports, filings, registrations, qualifications and exemptions of, with or from, or other actions are required to be made by Yankees such party or any of its Subsidiaries with, or obtained by Yankees such party or any of its Subsidiaries from, any governmental or regulatory authority, agency, commission, body or other governmental or regulatory entity, U.S. or non-U.S., French, Dutch, national or supra-national, state or local, including the SEC and the other Regulatory Authorities (“Governmental Entity Entity”) or any Self-Regulatory Organization, in connection with the execution and delivery by Yankees such party of this Agreement, the performance by Yankees such party of its obligations hereunder and the consummation of the transactions contemplated hereby. Yankees does not own, directly or indirectly, any voting interest in any Person that requires any additional filing by Braves under the HSR Act or any other merger control or competition law or other Law or regulation including but not limited to financial services or markets regulation.

Governmental Approvals and Consents. Other than (ia) the compliance with and filings and/or notices under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvement Act of 1976, as amended (the “HSR Act”), Council Regulation (EC) 139/2004 of the European Union (the “EU Merger Regulation”), if applicable, (iib) other merger control or competition law the filings and/or notices (as mutually determined necessary or advisable by Yankees and Braves and set forth on Schedule I hereto) (subsections (i) and (ii) collectively, the “Competition Approvals”)under Foreign Merger Control Laws, (iiic) filings and/or notices under foreign investment laws or regulations, (d) the approvals, non-disapprovals, non-objections approvals and consents to be obtained from the SEC SEC, the FSA or any other Governmental Entity set forth on Schedule IV heretoRegulatory Authority, including with respect to the Proxy Statement/Prospectus, the Form F-4 and the Finnish Prospectus, (ive) the filing of the Certificate of Merger, (v) the approvals and consents to be obtained by Braves pursuant to Section 3.2(f) and (vif) as required in order to comply with state or other local securities, takeover and “blue sky” laws, (g) submission of a notification to, and review by, CFIUS pursuant to Exon-▇▇▇▇▇▇ and (h) such other authorizations, consents, approvals, Orders, permits, notices, reports, filings, registrations, qualifications and exemptions that, if not obtained, made or given, individually or in the aggregate, (x) are not reasonably expected to have a Material Adverse Effect on Kappa and (y) are not reasonably expected to prevent or materially impair or delay the consummation of the Merger or any of the other transactions contemplated by this Agreement, no authorizations, consents, approvals, ordersOrders, permits, licenses, notices, reports, filings, registrations, qualifications and exemptions of, with or from, or other actions are required to be made by Yankees Kappa, Kappa, Inc., Merger Sub, any Kappa Subsidiaries or any of its Subsidiaries Kappa Joint Ventures with, or obtained by Yankees Kappa, Kappa, Inc., Merger Sub, any Kappa Subsidiaries or any of its Subsidiaries Kappa Joint Ventures from, any Governmental Entity Entity, in connection with the execution and delivery by Yankees Kappa, Kappa, Inc. and Merger Sub of this Agreement, the performance by Yankees ▇▇▇▇▇, Kappa, Inc. and ▇▇▇▇▇▇ Sub of its obligations hereunder and the consummation by ▇▇▇▇▇, Kappa, Inc. and ▇▇▇▇▇▇ Sub of the Merger and the other transactions contemplated hereby. Yankees does not own, directly or indirectly, any voting interest in any Person that requires any additional filing by Braves under the HSR Act or any other merger control or competition law or other Law or regulation including but not limited to financial services or markets regulation.

Governmental Approvals and Consents. Other than (ia) the compliance with notifications, filings, notices, reports and filings and/or notices applications (collectively, “Filings”) and approvals, consents, clearances, permits, authorizations, waivers and waiting period expirations or terminations (collectively, “Approvals”) under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvement Improvements Act of 1976, as amended (the “HSR Act”)) and the other antitrust, Council Regulation (EC) 139/2004 of the European Union (the “EU Merger Regulation”)competition, if applicable, (ii) other merger control or competition law filings and/or notices (as mutually determined necessary or advisable by Yankees and Braves and foreign investment Laws set forth on Schedule I hereto) Section 4.5 of each of the Laguna Disclosure Letter and the Orca Disclosure Letter (subsections (i) and (ii) such Approvals, collectively, the “Competition Antitrust Approvals”), (iiib) the approvals, non-disapprovals, non-objections approvals and consents to be obtained from the SEC or any other Governmental Entity set forth on Schedule IV heretoand Nasdaq, (ivc) the receipt and filing of the Orca Scheme Order with the Registrar, (d) the filing of the Laguna Certificate of Merger, (v) the approvals and consents to be obtained by Braves pursuant to Section 3.2(f) and (vie) as required in order to comply with other state or local securities, takeover and “blue sky” lawslaws and (f) such other authorizations, consents, approvals, orders, permits, notices, reports, filings, registrations, qualifications and exemptions that, if not obtained, made or given, individually or in the aggregate, (i) are not reasonably expected to have a Material Adverse Effect on such party and (ii) are not reasonably expected to prevent or materially impair or delay the consummation of the Combinations or any of the other transactions contemplated by this Agreement, no authorizations, consents, approvals, orders, permits, licenses, notices, reports, filings, registrations, qualifications and exemptions of, with or from, or other actions are required to be made by Yankees such party or any of its Subsidiaries with, or obtained by Yankees such party or any of its Subsidiaries from, any government or governmental or regulatory authority, court or other judicial body, agency, commission, body or other governmental or regulatory entity, United States or non-United States, national or supra-national, state, provincial, municipal or local, including the SEC and the other Regulatory Authorities (“Governmental Entity Entity”) or any Self-Regulatory Organization, in connection with the execution and delivery by Yankees such party of this Agreement, the performance by Yankees such party of its obligations hereunder and the consummation of the transactions contemplated hereby. Yankees does not ownFor purposes of this Agreement, directly the term “Regulatory Authority” means any and all relevant regulatory agencies or indirectlyauthorities of the United States, any voting interest the United Kingdom and other regulatory agencies or authorities, in any Person each case only to the extent that requires any additional filing by Braves under such agency or authority has authority and jurisdiction in the HSR Act or any other merger control or competition law or other Law or regulation including but not limited to financial services or markets regulationparticular context.

Governmental Approvals and Consents. Other than (i) the compliance with and filings and/or notices under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvement Improvements Act of 1976, as amended (amended, and the “HSR Act”), Council Regulation (EC) 139/2004 of the European Union (the “EU Merger Regulation”), if applicableCommunity, (ii) other merger control or competition law Law filings and/or notices (as mutually determined necessary or advisable by Yankees and Braves and set forth on Schedule I hereto) (subsections (i) and (ii) collectively, the “Competition Approvals”parties), (iii) the approvals, non-disapprovals, non-objections approvals and consents to be obtained from any Regulatory Authority, including with respect to the SEC or any other Governmental Entity set forth on Schedule IV heretoOffer Documents and applicable foreign investment Laws, (iv) the filing of the Certificate of Merger, (v) the approvals and consents to be obtained by Braves pursuant to Section 3.2(f) and (vi) as required in order to comply with state securities, takeover and “blue sky” lawsLaws and (vi) such other authorizations, consents, approvals, orders, permits, notices, reports, filings, registrations, qualifications and exemptions the failure of which to be made or obtained, individually or in the aggregate, have not had and are not reasonably expected to have a Material Adverse Change on such party, no authorizations, consents, approvals, orders, permits, licenses, notices, reports, filings, registrations, qualifications and exemptions of, with or from, or other actions are required to be made by Yankees such party or any of its Subsidiaries with, or obtained by Yankees such party or any of its Subsidiaries from, any governmental, taxation or regulatory authority, agency, commission, body or other governmental or regulatory entity, U.S. or non-U.S., including the SEC and the other Regulatory Authorities (“Governmental Entity Entity”), in connection with the execution and delivery by Yankees such party of this Agreement, the performance by Yankees such party of its obligations hereunder and the consummation of the transactions contemplated hereby. Yankees does not own, directly or indirectly, any voting interest in any Person that requires any additional filing by Braves under the HSR Act or any other merger control or competition law or other Law or regulation including but not limited to financial services or markets regulation.

Governmental Approvals and Consents. Other than (i) the compliance with and filings and/or notices under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvement Act of 1976, as amended (the “HSR Act”), Council Regulation (EC) 139/2004 of the European Union (the “EU Merger Regulation”), if applicable, (ii) other merger control or competition law filings and/or notices (as mutually determined necessary or advisable by Yankees and Braves and set forth on Schedule I hereto) (subsections (i) and (ii) collectively, the “Competition Approvals”), (iii) the approvals, non-disapprovals, non-objections and consents to be obtained from the SEC or any other Governmental Entity set forth on Schedule IV hereto, (iv) the filing of the Braves Certificate of Merger and the Yankees Certificate of Merger, (v) the approvals and consents to be obtained by Braves pursuant to Section 3.2(f) and (vi) as required in order to comply with state securities, takeover and “blue sky” laws, no authorizations, consents, approvals, orders, permits, licenses, notices, reports, filings, registrations, qualifications and exemptions of, with or from, or other actions are required to be made by Yankees or any of its Subsidiaries with, or obtained by Yankees or any of its Subsidiaries from, any Governmental Entity in connection with the execution and delivery by Yankees of this Agreement, the performance by Yankees of its obligations hereunder and the consummation of the transactions contemplated hereby. Yankees does not own, directly or indirectly, any voting interest in any Person that requires any additional filing by Braves under the HSR Act or any other merger control or competition law or other Law or regulation including but not limited to financial services or markets regulation. The representations and warranties in this Section 3.1(f) insofar as they apply to the Braves Merger shall be made as of the Execution Date.

Governmental Approvals and Consents. Other than (ia) the compliance with and filings and/or notices under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvement Act of 1976, as amended (the “HSR Act”), Council Regulation (EC) 139/2004 of the European Union (the “EU Merger Regulation”), if applicable, (iib) other merger control or competition law the filings and/or notices (as mutually determined necessary or advisable by Yankees and Braves and set forth on Schedule I hereto) (subsections (i) and (ii) collectively, the “Competition Approvals”)under Foreign Merger Control Laws, (iiic) filings and/or notices under foreign investment laws or regulations, (d) the approvals, non-disapprovals, non-objections approvals and consents to be obtained from the SEC SEC, the FSA or any other Governmental Entity set forth on Schedule IV heretoRegulatory Authority, including with respect to the Proxy Statement/Prospectus, the Form F-4 and the Finnish Prospectus, (ive) the filing of the Certificate of Merger, (v) the approvals and consents to be obtained by Braves pursuant to Section 3.2(f) and (vif) as required in order to comply with state or other local securities, takeover and “"blue sky” " laws, (g) submission of a notification to, and review by, CFIUS pursuant to Exon-▇▇▇▇▇▇ and (h) such other authorizations, consents, approvals, Orders, permits, notices, reports, filings, registrations, qualifications and exemptions that, if not obtained, made or given, individually or in the aggregate, (x) are not reasonably expected to have a Material Adverse Effect on Kappa and (y) are not reasonably expected to prevent or materially impair or delay the consummation of the Merger or any of the other transactions contemplated by this Agreement, no authorizations, consents, approvals, ordersOrders, permits, licenses, notices, reports, filings, registrations, qualifications and exemptions of, with or from, or other actions are required to be made by Yankees Kappa, Kappa, Inc., Merger Sub, any Kappa Subsidiaries or any of its Subsidiaries Kappa Joint Ventures with, or obtained by Yankees Kappa, Kappa, Inc., Merger Sub, any Kappa Subsidiaries or any of its Subsidiaries Kappa Joint Ventures from, any Governmental Entity Entity, in connection with the execution and delivery by Yankees Kappa, Kappa, Inc. and Merger Sub of this Agreement, the performance by Yankees Kappa, Kappa, Inc. and Merger Sub of its obligations hereunder and the consummation by Kappa, Kappa, Inc. and Merger Sub of the Merger and the other transactions contemplated hereby. Yankees does not own, directly or indirectly, any voting interest in any Person that requires any additional filing by Braves under the HSR Act or any other merger control or competition law or other Law or regulation including but not limited to financial services or markets regulation.