Except for any premerger notifications required under the Hart-Scott-Rodino Act, the execution, delivery and performance of this Agreement by Stryker and each Ancillary Agreement to which Stryker is a party do not and will not require any consent, approval, authorization or other order of, action by, filing with or notification to, any Governmental Authority, except (a) where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not (i)   prevent or materially delay the consummation by Stryker of the transactions contemplated by this Agreement and the Ancillary Agreements or (ii) have a Material Adverse Effect, or (b) as may be necessary as a result of any facts or circumstances relating solely to Purchaser or any of its Affiliates.