Assuming the truth and completeness of the representations and warranties of Buyer contained in this Agreement and except as may result from any facts or circumstances relating solely to Buyer or any of its Affiliates, no consent or approval of or any material filing with, or any material authorization of or material designation or material declaration with, any Governmental Authority is required on the part of the Company with respect to the Company’s execution or delivery of this Agreement or the consummation by the Company of the transactions contemplated hereby, except for (a) applicable requirements of the HSR Act or any foreign competition Law and the French Foreign Investment Laws; (b) compliance with any applicable requirements of applicable securities Laws; (c) as otherwise disclosed on Schedule 4.5 ; and (d) the filing of the Certificate of Merger in accordance with the Act.