Common use of Governmental Filings; No Violations; Certain Contracts Clause in Contracts

Governmental Filings; No Violations; Certain Contracts. (a) Other than the filings, notices, reports, consents, registrations, approvals, permits, clearances, expirations or terminations of waiting periods or authorizations (i) pursuant to the DLLCA, the DGCL and the Cayman Companies Act required to effect the Merger and the Domestication, (ii) required to be made with or obtained from the SEC or NASDAQ, and (iii) state securities, takeover and “blue sky” Laws, no filings, notices, reports, consents, registrations, approvals, permits, clearances, expirations or terminations of waiting periods or authorizations are required to be made by SVF or Merger Sub with, or obtained by SVF or Merger Sub from, any Governmental Entity in connection with the execution, delivery and performance of this Agreement by SVF and Merger Sub and the consummation of the Transactions, except as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on SVF. (b) The execution, delivery and performance by SVF and Merger Sub of this Agreement and the Transaction Documents to which SVF and/or Merger Sub is a party do not, and the consummation of the Transactions will not, constitute or result in (i) assuming the receipt of the SVF Shareholder Approval, the execution and delivery of the Merger Sub Written Consent, the effectiveness of the filings of the certificate of corporate domestication in connection with the Domestication and the Surviving Pubco Certificate of Incorporation and compliance with the matters referred to in Section 4.4(a), a breach or violation of, or a default under, the Organizational Documents of SVF, Merger Sub or any of SVF’s other Subsidiaries, (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or default under, the creation or acceleration of any obligations under or the creation of a Lien (other than Permitted Liens) on any of the assets of SVF or any of its Subsidiaries pursuant to any Contract binding upon SVF or any of its Subsidiaries, or under any Law to which SVF or any of its Subsidiaries is subject or (iii) any change in the rights or obligations of any party under any Contract binding upon SVF or any of its Subsidiaries, except, in the case of clauses (ii) or (iii) above, as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on SVF.

Governmental Filings; No Violations; Certain Contracts. (a) Other than the expirations of waiting periods and the filings, notices, reports, consents, registrations, approvals, permits, clearances, expirations or terminations of waiting periods or permits and authorizations (i) under the HSR Act and other applicable Antitrust Laws, (ii) pursuant to the DLLCAMBCA, (iii) with the DGCL SEC of a proxy statement relating to the Company Shareholders Meeting and the Cayman Companies Act other filings required to effect in connection with the Merger and under the DomesticationExchange Act, (iiiv) required to be made with or obtained from the SEC or NASDAQ, (v) under the Takeover Statutes and (iii) state securities, takeover securities and “blue sky” LawsLaws and (vi) set forth in Section 5.4(a)(vi) of the Company Disclosure Letter (collectively, the “Company Approvals”), as applicable, no expirations of waiting periods are required and no material filings, notices, reports, consents, registrations, approvals, permits, clearances, expirations or terminations of waiting periods permits or authorizations are required to be made by SVF or Merger Sub the Company with, nor are any required to be made or obtained by SVF the Company with or Merger Sub from, any Governmental Entity Entity, in connection with the execution, delivery and performance of this Agreement by SVF and Merger Sub the Company and the consummation of the Transactionstransactions contemplated by this Agreement, except as would not, individually or in connection with the aggregate, reasonably be expected to have a material adverse effect on SVFcontinuing operation of the business of the Company and its Subsidiaries following the Effective Time. (b) The execution, delivery and performance by SVF and Merger Sub of this Agreement and by the Transaction Documents to which SVF and/or Merger Sub is a party Company do not, and the consummation of the Transactions transactions contemplated by this Agreement will not, constitute or result in (i) assuming the receipt of the SVF Shareholder Approvala conflict, the execution and delivery of the Merger Sub Written Consent, the effectiveness of the filings of the certificate of corporate domestication in connection with the Domestication and the Surviving Pubco Certificate of Incorporation and compliance with the matters referred to in Section 4.4(a), a breach or violation of, or a default under, the Organizational Documents of SVF, Merger Sub the Company or any of SVF’s other its Subsidiaries, (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or default under, the loss of any benefit under, the creation or acceleration of any obligations under or the creation of a Lien an Encumbrance (other than a Permitted LiensEncumbrance) on any of the rights or assets of SVF the Company or any of its Subsidiaries pursuant to any Contract binding upon SVF or any of its Subsidiariesto, or under require that any consent be obtained with respect to, any Company Material Contract, (iii) assuming (solely with respect to performance of this Agreement and the consummation of the transactions contemplated by this Agreement) compliance with the matters referred to in Section 5.4(a), violate any Law to which SVF the Company or any of its Subsidiaries is subject or (iiiiv) any change in the rights or obligations of any party under any Contract binding upon SVF or any of its SubsidiariesCompany Material Contract, except, in the case of clauses (ii), (iii) or (iiiiv) aboveof this Section 5.4(b), as would not, individually or in the aggregate, reasonably be expected to have result in a material adverse effect on SVFMaterial Adverse Effect.

Governmental Filings; No Violations; Certain Contracts. (a) Other than Except for (i) compliance with, and filings under, the filings, HSR Act; (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware; and (iii) such other items as disclosed in Section 5.4(a) of the Disclosure Schedule; no notices, reportsreports or other filings are required to be made by the Company, nor are any consents, registrations, approvals, permits, clearances, expirations or terminations of waiting periods permits or authorizations (i) pursuant to the DLLCA, the DGCL and the Cayman Companies Act required to effect the Merger and the Domestication, (ii) required to be made with or obtained from the SEC or NASDAQ, and (iii) state securities, takeover and “blue sky” Laws, no filings, notices, reports, consents, registrations, approvals, permits, clearances, expirations or terminations of waiting periods or authorizations are required to be made by SVF or Merger Sub with, or obtained by SVF or Merger Sub from, the Company from any Governmental Entity Authority in connection with the execution, delivery and performance of this Agreement by SVF and Merger Sub the Company and the consummation of the Transactions, except those that the failure to make or obtain, as the case may be, would not, individually or in the aggregate, reasonably be expected to have (A) individually or in the aggregate, be material to the Company and the Company Subsidiaries, taken as a material adverse effect on SVFwhole, or (B) prevent, materially delay or materially impede the ability of the Company to consummate the Transactions. (b) The execution, delivery and performance by SVF and Merger Sub of this Agreement and by the Transaction Documents to which SVF and/or Merger Sub is a party do Company does not, and the consummation of the Transactions Merger will not, constitute or result in (i) assuming the receipt of the SVF Shareholder Approval, the execution and delivery of the Merger Sub Written Consent, the effectiveness of the filings of the certificate of corporate domestication in connection with the Domestication and the Surviving Pubco Certificate of Incorporation and compliance with the matters referred to in Section 4.4(a), a breach or violation of, or a default under, the Organizational Documents certificate of SVFincorporation or certificate of formation, Merger Sub as applicable, and the bylaws or limited liability company agreement, as applicable, of the Company or any of SVF’s other Subsidiaries, the Company Subsidiaries or (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or default under, the creation creation, cancellation, acceleration, loss, impairment or acceleration alteration or other change of any rights, benefits or obligations under under, result in the payment of any fee under, or the creation of a Lien (other than Permitted Liens) on any of the assets assets, properties or rights of SVF the Company or any of its Subsidiaries pursuant to any Contract binding upon SVF or any of its the Company Subsidiaries, pursuant to, any Contract, or assuming (solely with respect to performance of this Agreement and consummation of the Transactions) compliance with the matters referred to in Section 5.4(a), under any Law or Permit to which SVF the Company or any of its Subsidiaries Company Subsidiary is subject or (iii) any change in the rights or obligations of any party under any Contract binding upon SVF or any of its Subsidiariessubject, except, in the case of clauses clause (ii) ), for any such breach, violation, termination, default, creation, cancellation, acceleration, loss, impairment, alteration, change, fee or (iii) above, as Lien that would not, individually or in the aggregate, reasonably be expected to have (A) individually or in the aggregate, be material to the Company and the Company Subsidiaries, taken as a material adverse effect on SVFwhole or (B) prevent, materially delay or materially impede the ability of the Company to consummate the Transactions. (c) This Section 5.4 shall not apply to Educational Approvals or Educational Laws, which are addressed in Section 5.20.

Governmental Filings; No Violations; Certain Contracts. (ai) Other than (A) the filingsfilings and/or notices pursuant to Section 1.3 and (B) the filing of a notification and report form pursuant to the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 and the rules and regulations thereunder (the “HSR Act”) (clauses (A) and (B), collectively, the “Company Approvals”), no notices, reportsreports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits, clearances, expirations or terminations of waiting periods permits or authorizations (i) pursuant to the DLLCA, the DGCL and the Cayman Companies Act required to effect the Merger and the Domestication, (ii) required to be made with or obtained from the SEC or NASDAQ, and (iii) state securities, takeover and “blue sky” Laws, no filings, notices, reports, consents, registrations, approvals, permits, clearances, expirations or terminations of waiting periods or authorizations are required to be made by SVF or Merger Sub with, or obtained by SVF or Merger Sub the Company from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each a “Governmental Entity Entity”), in connection with the execution, delivery and performance of this Agreement by SVF and Merger Sub the Company and the consummation of the Merger and the other Transactions, except as would not, individually or in connection with the aggregate, reasonably be expected to have a material adverse effect on SVFcontinuing operation of the business of the Company and its Subsidiaries following the Effective Time. (bii) The Except as set forth in Section 5.1(f)(ii) of the Company Disclosure Letter, the execution, delivery and performance by SVF and Merger Sub of this Agreement and by the Transaction Documents to which SVF and/or Merger Sub is a party do Company does not, and the consummation of the Merger and the other Transactions will not, constitute or result in (iA) assuming the receipt of the SVF Shareholder Approval, the execution and delivery of the Merger Sub Written Consent, the effectiveness of the filings of the certificate of corporate domestication in connection with the Domestication and the Surviving Pubco Certificate of Incorporation and compliance with the matters referred to in Section 4.4(a), a breach or violation of, or a default under, the Organizational Documents of SVF, Merger Sub the Company or any of SVF’s other its Subsidiaries, (iiB) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, the creation or acceleration of any obligations under or the creation of a Lien (other than Permitted Liens) on any of the assets of SVF the Company or any of its Subsidiaries pursuant to any Contract agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation (each, a “Contract”) binding upon SVF on the Company or any of its Subsidiaries, Subsidiaries or under any Law to which SVF the Company or any of its Subsidiaries is subject subject, (C) the loss or impairment of, payment of any additional amounts with respect to, or the consent of any other Person being required in respect of, the Company’s or any of its Subsidiaries’ ownership or use of, or its rights in or to, any Intellectual Property Rights, or (iiiD) any change in the rights or obligations of any party under any Contract binding upon SVF on the Company or any of its Subsidiaries, except, in the case of clauses clause (iiB), (C) or (iiiD) above, as would notfor any such breach, violation, termination, default, creation, acceleration or change that, individually or in the aggregate, would not reasonably be expected to have be material to the Company or any of its Subsidiaries. Section 5.1(f)(ii) of the Company Disclosure Letter sets forth a material adverse effect on SVFcorrect and complete list of Material Contracts pursuant to which consents or waivers are required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (B), (C) and (D) above).