which Comet or any of its Subsidiaries is a party or is otherwise bound to acquire from Comet or any of its Subsidiaries any capital stock, voting securities or other ownership interests in, or
any securities convertible into or exchangeable for any capital stock, voting securities or ownership interests in, any Subsidiary of Comet and (iii) except as provided by applicable Law, no preemptive or similar rights, subscription or other
rights, convertible securities, agreements, arrangements or commitments of any character, relating to the capital stock of any Subsidiary of Comet, obligating Comet or any of its Subsidiaries to issue, transfer or sell, any capital stock, voting
securities or other ownership interests in, or any securities convertible into or exchangeable for any capital stock, voting securities or ownership interests in, any Subsidiary of Comet or obligating Comet or any Subsidiary of Comet to grant,
extend or enter into any such option, warrant, subscription or other right, convertible security, agreement, arrangement or commitment.
(d) Except for the capital stock or other voting securities or ownership interests in any Subsidiary of Comet, neither Comet
nor any of its Subsidiaries owns, directly or indirectly, any capital stock or other voting securities or ownership interests in, or any securities convertible into or exchangeable for any capital stock, voting securities or ownership interests in,
any Person (including Moon Common Stock).
(e) No Subsidiary of Comet owns any shares of Comet capital stock.
Section 5.4
Compliance with Laws
; Permits
. Except for such matters as,
individually or in the aggregate, do not and would not reasonably be expected to have a Comet Material Adverse Effect:
(a)
Neither Comet nor any of its Subsidiaries is in violation of any applicable law, rule, regulation, directive, ordinance, code, governmental determination, guideline, Order, treaty, convention, governmental certification requirement or other binding
requirement, U.S. or
non-U.S.,
of any Governmental Entity (collectively,
Laws
), and no claim is pending or, to the knowledge of Comet, threatened with respect to any such matters.
(b) Comet and each Subsidiary of Comet hold all permits, licenses, certifications, variations, exemptions, Orders, franchises,
consents, approvals and other authorizations of all Governmental Entities (collectively,
Permits
) necessary for the conduct of their respective businesses (the
Comet Permits
). All Comet Permits are in full force
and effect and there exists no default thereunder or breach thereof, and Comet has no notice or knowledge that such Comet Permits will not be renewed in the ordinary course after the Effective Time. No Governmental Entity has given, or to the
knowledge of Comet, threatened to give, any action to terminate, cancel or reform any Comet Permit.
(c) Comet and each
Subsidiary of Comet possess all Permits required for the present ownership and operation of all its and its Subsidiaries assets. There exists no default or breach with respect to, and no Person or Governmental Entity has taken or, to the
knowledge of Comet, threatened to take, any action to terminate, cancel or reform any such Permits.
This
Section
5.4
does not relate to Tax matters, employee benefits matters, labor matters, environmental matters, intellectual property matters, export control or trade matters, or the Foreign Corrupt Practices Act, which are
the subjects of
Sections 5.11
,
5.12
,
5.13
,
5.15
,
5.16,
5.22
and
5.23
, respectively.
Section 5.5
No Conflict
.
(a) Neither the execution, delivery and performance by the Comet Parties of this Agreement nor the consummation by any of the
Comet Parties of the Combination and the other transactions contemplated by this Agreement in accordance with the terms hereof will, (i) subject to the receipt of the Comet Shareholder Approval, conflict with, contravene or result in a
violation of any provision of the Organizational Documents of any of the Comet Parties, (ii) violate, contravene or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of
time or both, would constitute a default) under, or result in the suspension, termination or cancellation, or in a right of suspension, termination or cancellation of, or
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