Common use of Governmental Consents and Approvals Clause in Contracts

Governmental Consents and Approvals. Except for (a) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meeting of GETCO’s Holders and Knight’s stockholders to be held in connection with this Agreement and the transactions contemplated by this Agreement (including any amendments or supplements thereto, the “Joint Proxy Statement” and of the registration statement on Form S-4 (the “S-4”) prepared in connection with the issuance of Company Common Stock in the Mergers and in which the Joint Proxy Statement will be included as a prospectus), (b) [reserved], (c) the filing of the Knight Certificate of Merger and the GETCO Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the DLLCA, respectively, (d) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules and regulations of the Financial Industry Regulatory Authority (“FINRA”), the U.K. Financial Services Authority (the “FSA”), the NYSE and any SRO or other Governmental Entity set forth on Section 3.4 of the GETCO Disclosure Schedule, (e) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and the expiration or early termination of the HSR Act waiting period applicable to the GETCO Merger, (f) such filings and approvals of the NYSE to permit the shares of Company Common Stock to be listed on the NYSE and (g) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of shares of Company Common Stock pursuant to this Agreement, no material consents or approvals of or filings or registrations with any foreign, federal or state government or regulatory or enforcement authority of any such government or any court, governmental or administrative agency or commission or any other authority or instrumentality of such government or any SRO (each a “Governmental Entity”) are necessary in connection with the consummation by GETCO of the GETCO Merger and the other transactions contemplated by this Agreement, and no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by GETCO of this Agreement. As used in this Agreement, “SRO” means (i) any “self regulatory organization” as defined in Section 3(a)(26) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and (ii) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract market. As of the date of this Agreement, GETCO knows of no reason why the Regulatory Approvals required to be obtained by GETCO or its Subsidiaries should not be obtained on a timely basis.

Governmental Consents and Approvals. Except for (a) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meeting of GETCO’s Holders and Knight’s stockholders to be held in connection with this Agreement and the transactions contemplated by this Agreement (including any amendments or supplements thereto, the “Joint Proxy Statement” and of the registration statement on Form S-4 (the “S-4”) prepared in connection with the issuance of Company Common Stock in the Mergers and in which the Joint Proxy Statement will be included as a prospectus), (b) [reservedReserved], (c) the filing of the Knight Certificate of Merger and the GETCO Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the DLLCA, respectively, (d) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules and regulations of the Financial Industry Regulatory Authority (“FINRA”), the U.K. Financial Services Authority (the “FSA”), the NYSE and any SRO or other Governmental Entity set forth on Section 3.4 of the GETCO Disclosure Schedule, (e) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and the expiration or early termination of the HSR Act waiting period applicable to the GETCO Merger, (f) such filings and approvals of the NYSE to permit the shares of Company Common Stock to be listed on the NYSE and (g) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of shares of Company Common Stock pursuant to this Agreement, no material consents or approvals of or filings or registrations with any foreign, federal or state government or regulatory or enforcement authority of any such government or any court, governmental or administrative agency or commission or any other authority or instrumentality of such government or any SRO (each a “Governmental Entity”) are necessary in connection with the consummation by GETCO of the GETCO Merger and the other transactions contemplated by this Agreement, and no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by GETCO of this Agreement. As used in this Agreement, “SRO” means (i) any “self regulatory organization” as defined in Section 3(a)(26) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and (ii) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract market. As of the date of this the Original Merger Agreement, GETCO knows of no reason why the Regulatory Approvals required to be obtained by GETCO or its Subsidiaries should not be obtained on a timely basis.

Governmental Consents and Approvals. Except for (a) the filing with the Securities The execution, delivery and Exchange Commission (the “SEC”) performance by Citrix and SpinCo of a joint proxy statement in definitive form relating to the meeting of GETCO’s Holders and Knight’s stockholders to be held in connection with this Agreement and the transactions Separation Agreement and the execution, delivery and performance by each Retained Citrix Entity and each Transferred Subsidiary of the Loan Agreement and the Ancillary Agreements, in each case to which it is contemplated by this Agreement to be a party, do not require any consent, approval, authorization or other order or declaration of, action by, filing with or notification to, any Governmental Authority, other than (including any amendments or supplements theretoa) compliance with, and filings under, the “Joint Proxy Statement” and of the registration statement on Form S-4 (the “S-4”) prepared in connection with the issuance of Company Common Stock in the Mergers and in which the Joint Proxy Statement will be included as a prospectus), HSR Act or any other applicable antitrust Laws; (b) [reserved], (c) the filing and recordation of the Knight Certificate of Merger and the GETCO Certificate of Merger with the Secretary of State of the State of Delaware pursuant to Section 2.02; (c) the DGCL filing with the SEC and effectiveness of the DLLCARegistration Statements and, respectivelyif applicable, (d) any consentsthe filing with the SEC of the Schedule TO, authorizations, approvals, filings or exemptions in connection with and such other compliance with the rules and regulations of the Financial Industry Regulatory Authority (“FINRA”), the U.K. Financial Services Authority (the “FSA”), the NYSE and any SRO or other Governmental Entity set forth on Section 3.4 of the GETCO Disclosure Schedule, (e) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Exchange Act of 1976, as amended (the “HSR Act”) and the expiration or early termination of the HSR Securities Act waiting period applicable to the GETCO Merger, (f) such filings and approvals of the NYSE to permit the shares of Company Common Stock to as may be listed on the NYSE and (g) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of shares of Company Common Stock pursuant to transactions contemplated by this Agreement; (d) compliance with, no material consents and filings under, the Communications Act; (e) consents, approvals, authorizations or approvals other orders or declarations of, actions by, filings with, or notifications to, the state public utility commissions or similar state authorities having jurisdiction over the assets of Citrix and each Transferred Subsidiary; (f) consents, approvals, authorizations or other orders or declarations of, actions by, filings with, or registrations with notifications to, any foreign, federal or state government or regulatory or enforcement authority Governmental Authority relating to the Internal Reorganization; (g) the amendment and restatement of SpinCo’s certificate of incorporation as described in Section 7.17; (h) as a result of any such government facts or circumstances relating solely to Parent or any courtof its Affiliates; or (i) where the failure to obtain such consent, governmental approval, authorization, order, declaration or administrative agency action, or commission to make such filing or any other authority notification, would not prevent or instrumentality of such government or any SRO (each a “Governmental Entity”) are necessary in connection with materially delay the consummation by GETCO Citrix or SpinCo of the GETCO Merger and the other transactions contemplated by this Agreement, and no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by GETCO of this Agreement. As used in this Loan Agreement, “SRO” means (i) any “self regulatory organization” as defined in Section 3(a)(26) of the Securities Exchange Act of 1934, as amended (Separation Agreement and the “Exchange Act”) and (ii) any other United States Ancillary Agreements or foreign securities exchange, futures exchange, commodities exchange or contract market. As of the date of this Agreement, GETCO knows of no reason why the Regulatory Approvals required to be obtained by GETCO or its Subsidiaries should would not be obtained on have a timely basisSpinCo Material Adverse Effect.

Governmental Consents and Approvals. Except for (a) the filing with the Securities and Exchange Commission (the “SEC”) Each of a joint proxy statement in definitive form relating to the meeting of GETCO’s Holders and Knight’s stockholders to be held in connection with this Agreement Purchaser, Purchaser Parent, Seller Parent and the transactions contemplated by this Agreement (including any amendments or supplements theretoCompany shall use, the “Joint Proxy Statement” and each of the registration statement on Form S-4 (the “S-4”) prepared in connection with the issuance of Company Common Stock in the Mergers and in which the Joint Proxy Statement will be included as a prospectus), (b) [reserved], (c) the filing of the Knight Certificate of Merger Seller Parent and the GETCO Certificate Company shall cause each of Merger with its Subsidiaries to use, its reasonable best efforts to obtain at the Secretary of State of the State of Delaware pursuant to the DGCL and the DLLCA, respectively, (d) any earliest practical date all consents, authorizationswaivers, approvals, Orders, Permits, authorizations and declarations from, make all filings or exemptions in connection with compliance with the rules with, and regulations of the Financial Industry Regulatory Authority (“FINRA”)provide all notices to, the U.K. Financial Services Authority (the “FSA”), the NYSE and any SRO or other all Governmental Entity set forth on Section 3.4 of the GETCO Disclosure Schedule, (e) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and the expiration or early termination of the HSR Act waiting period applicable to the GETCO Merger, (f) such filings and approvals of the NYSE to permit the shares of Company Common Stock to be listed on the NYSE and (g) such filings and approvals as Authorities which are required to be made consummate, or obtained under the securities or “Blue Sky” laws of various states in connection with with, the issuance of shares of Company Common Stock pursuant to this Agreement, no material consents or approvals of or filings or registrations with any foreign, federal or state government or regulatory or enforcement authority of any such government or any court, governmental or administrative agency or commission or any other authority or instrumentality of such government or any SRO (each a “Governmental Entity”) are necessary in connection with the consummation by GETCO of the GETCO Merger and the other transactions contemplated by this Agreement, including the consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and no consents notices referred to in Sections 2.4, 3.3 and 4.3. Without limiting the foregoing, Purchaser, Purchaser Parent, Seller Parent and the Company shall (i) make (or approvals cause to be made) all filings required of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act or other Competition Laws with respect to the transactions contemplated hereby or by the Transaction Documents as promptly as practicable and, in any event, within ten (10) Business Days after the date of this Agreement in the case of all filings required under the HSR Act, (ii) comply at the earliest practicable date with any request under the HSR Act or other Competition Laws for additional information, documents, or other materials received by each of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (the “FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority in respect of such filings or registrations such transactions, and (iii) cooperate with each other in connection with any such filing and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Entity are necessary Authority under any Competition Laws with respect to any such filing or any such transaction. Each such party shall use reasonable best efforts to furnish to each other party hereto all information required for any application or other filing to be made pursuant to any applicable Law in connection with the execution and delivery transactions contemplated by GETCO of this Agreement. As used Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. No party hereto shall independently participate in any formal meeting with any Governmental Authority in respect of any such filings, investigation or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall consult and cooperate with one another in connection with the matters described in this AgreementSection 5.7, “SRO” means (i) including in connection with any “self regulatory organization” as defined in Section 3(a)(26) analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the Securities Exchange HSR Act of 1934, as amended (the “Exchange Act”) and (ii) any or other United States or foreign securities exchange, futures exchange, commodities exchange or contract market. As of the date of this Agreement, GETCO knows of no reason why the Regulatory Approvals required to be obtained by GETCO or its Subsidiaries should not be obtained on a timely basisCompetition Laws.

Governmental Consents and Approvals. Except for (a) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meeting of GETCO’s Holders and Knight’s stockholders to be held in connection with this Agreement and the transactions contemplated by this Agreement (including any amendments or supplements thereto, the “Joint Proxy Statement” and of the registration statement on Form S-4 (the “S-4”) prepared in connection with the issuance of Company Common Stock in the Mergers and in which the Joint Proxy Statement will be included as a prospectus), (b) [reserved], (c) the filing of the Knight Certificate Each of Merger Sub and Company shall use, and Company shall cause each of its Subsidiaries to use, its commercially reasonable efforts to obtain at the GETCO Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the DLLCA, respectively, (d) any earliest practical date all consents, authorizationswaivers, approvals, Orders, Permits, authorizations and declarations from, make all filings or exemptions in connection with compliance with the rules with, and regulations of the Financial Industry Regulatory Authority (“FINRA”)provide all notices to, the U.K. Financial Services Authority (the “FSA”), the NYSE and any SRO or other all Governmental Entity set forth on Section 3.4 of the GETCO Disclosure Schedule, (e) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and the expiration or early termination of the HSR Act waiting period applicable to the GETCO Merger, (f) such filings and approvals of the NYSE to permit the shares of Company Common Stock to be listed on the NYSE and (g) such filings and approvals as Entities that are required to be made consummate, or obtained under the securities or “Blue Sky” laws of various states in connection with with, the issuance of shares of Company Common Stock pursuant to this Agreement, no material consents or approvals of or filings or registrations with any foreign, federal or state government or regulatory or enforcement authority of any such government or any court, governmental or administrative agency or commission or any other authority or instrumentality of such government or any SRO (each a “Governmental Entity”) are necessary in connection with the consummation by GETCO of the GETCO Merger and the other transactions contemplated by this Agreement, including the consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and no consents notices referred to in Sections 3.2(b)(i)-(iv) and 4.3(b)(ii)(A)-(E). Without limiting the foregoing, Merger Sub and Company shall (i) make all filings required of each of them or approvals any of their respective Subsidiaries or Affiliates under the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and, in any event, within ten (10) Business Days after the date of this Agreement in the case of all filings required under the HSR Act, (ii) make the appropriate Alcohol Filings, Lottery Filings and Storage Tank Filings, (iii) comply at the earliest practicable date with any request under the HSR Act or from any other Governmental Entity for additional information, documents, or other materials received by each of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (the “FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Entity in respect of such filings or registrations such transactions, and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable Law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Entity with respect to any such filing or any such transaction. Each such party shall use commercially reasonable efforts to furnish to each other party hereto all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Entity regarding any such filings or any such transaction and permit the other party to review in advance any proposed communication by such party to any Governmental Entity. No party hereto shall independently participate in any formal meeting with any Governmental Entity are necessary in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Entity, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall consult and cooperate with one another in connection with the execution and delivery by GETCO of this Agreement. As used matters described in this AgreementSection 7.4, “SRO” means (i) including in connection with any “self regulatory organization” as defined in Section 3(a)(26) analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the Securities Exchange Act of 1934, as amended (the “Exchange HSR Act”) and (ii) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract market. As of the date of this Agreement, GETCO knows of no reason why the Regulatory Approvals required to be obtained by GETCO or its Subsidiaries should not be obtained on a timely basis.

Governmental Consents and Approvals. Except for (a) Each of the filing with Owners, the Securities and Exchange Commission (Signing Stockholders, the “SEC”) of a joint proxy statement in definitive form relating to the meeting of GETCO’s Holders and Knight’s stockholders to be held in connection with this Agreement Acquirer and the transactions contemplated by this Agreement (including any amendments or supplements theretoCompany shall use, and the “Joint Proxy Statement” and Company shall cause each of the registration statement on Form S-4 (Subsidiaries to use, its commercially reasonable efforts to obtain at the “S-4”) prepared in connection with the issuance of Company Common Stock in the Mergers and in which the Joint Proxy Statement will be included as a prospectus), (b) [reserved], (c) the filing of the Knight Certificate of Merger and the GETCO Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the DLLCA, respectively, (d) any earliest practical date all consents, authorizationswaivers, approvals, Orders, Permits, authorizations and declarations from, make all filings or exemptions in connection with compliance with the rules with, and regulations of the Financial Industry Regulatory Authority (“FINRA”)provide all notices to, the U.K. Financial Services Authority (the “FSA”), the NYSE and any SRO or other all Governmental Entity set forth on Section 3.4 of the GETCO Disclosure Schedule, (e) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and the expiration or early termination of the HSR Act waiting period applicable to the GETCO Merger, (f) such filings and approvals of the NYSE to permit the shares of Company Common Stock to be listed on the NYSE and (g) such filings and approvals as Bodies which are required to be made consummate, or obtained under the securities or “Blue Sky” laws of various states in connection with with, the issuance of shares of Company Common Stock pursuant to this Agreement, no material consents or approvals of or filings or registrations with any foreign, federal or state government or regulatory or enforcement authority of any such government or any court, governmental or administrative agency or commission or any other authority or instrumentality of such government or any SRO (each a “Governmental Entity”) are necessary in connection with the consummation by GETCO of the GETCO Merger and the other transactions contemplated by this Agreement, including the consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and no consents notices referred to in Sections 4.3(b) and 5.3(b). Without limiting the foregoing, the Owners, Signing Stockholders and the Company shall (i) make all filings required of each of them or approvals any of their respective Subsidiaries or Affiliates under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby as promptly as practicable and, in any event, within ten (10) Business Days after the date of this Agreement in the case of all filings required under the HSR Act and within four (4) weeks in the case of all other filings required by other Antitrust Laws, (ii) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by each of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (the “FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Body in respect of such filings or registrations such transactions, and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable Law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Entity are necessary Body under any Antitrust Laws with respect to any such filing or any such transaction. Each such party shall use commercially reasonable efforts to furnish to each other party hereto all information required for any application or other filing to be made pursuant to any applicable Law in connection with the execution and delivery transactions contemplated by GETCO of this Agreement. As used Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Body regarding any such filings or any such transaction and permit the other party to review in advance any proposed communication by such party to any Governmental Body. No party hereto shall independently participate in any formal meeting with any Governmental Body in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Body, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall consult and cooperate with one another in connection with the matters described in this AgreementSection 7.4, “SRO” means (i) including in connection with any “self regulatory organization” as defined in Section 3(a)(26) analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the Securities Exchange HSR Act of 1934, as amended (the “Exchange Act”) and (ii) any or other United States or foreign securities exchange, futures exchange, commodities exchange or contract market. As of the date of this Agreement, GETCO knows of no reason why the Regulatory Approvals required to be obtained by GETCO or its Subsidiaries should not be obtained on a timely basisAntitrust Laws.

Governmental Consents and Approvals. Except for (a) the filing with the Securities and Exchange Commission (the “SEC”) SEC of a joint proxy statement in definitive form relating to the meeting of GETCO’s Holders and Knightthe Parent’s stockholders to be held in connection with this Agreement and the transactions contemplated by this Agreement (including any amendments or supplements thereto, the “Joint Proxy Statement” and of the registration statement on Form S-4 (the “S-4”) prepared in connection with the issuance of Company Common Stock in the Mergers and in which the Joint Proxy Statement will be included as a prospectus”), (b) [reserved], (c) the filing of the Knight Certificate of Merger and the GETCO Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the DLLCA, respectivelyDLLC, (dc) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules and regulations of any applicable industry SRO and the Financial Industry Regulatory Authority (“FINRA”), the U.K. Financial Services Authority (the “FSA”), the NYSE rules and any SRO or other Governmental Entity set forth on Section 3.4 regulations of the GETCO Disclosure ScheduleNYSE, (ed) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR ActAct ”) and the expiration or early termination of the HSR Act waiting period applicable to the GETCO Merger, and (e) approval of listing of such Parent Common Stock on the NYSE (in each case of (a) through (e) above, that is set forth on Section 3.4 of the Company Disclosure Schedule) or (f) such filings and approvals as set forth on Section 7.2(f) of the NYSE to permit Parent Disclosure Schedule, and assuming the shares truth and completeness of Company Common Stock to be listed on the NYSE representations and (g) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws warranties of various states Parent contained in connection with the issuance Section 4.4 of shares of Company Common Stock pursuant to this Agreement, no material consents or approvals of or filings or registrations with any foreign, federal or state government or regulatory or enforcement authority of any such government or any court, governmental or administrative agency or commission or any other authority or instrumentality of such government or any SRO (each a “Governmental EntityEntity ”) are necessary in connection with the consummation by GETCO the Company of the GETCO Merger and the other transactions contemplated by this Agreement, and no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by GETCO the Company of this Agreement. As used in this Agreement, “SRO“ SRO ” means (i) any “self regulatory organization” as defined in Section 3(a)(26) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and (ii) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract market. As of the date of this Agreement, GETCO knows of no reason why the Regulatory Approvals required to be obtained by GETCO or its Subsidiaries should not be obtained on a timely basis.

Governmental Consents and Approvals. Except for The execution, delivery and performance by each of the Company and its Subsidiaries (including the Acquired Companies) of this Agreement, the Acquisition Documents, the Senior Loan Documents and the Other Agreements to which it is or will be a party (including the exercise of remedies thereunder) and the consummation of the Acquisition (a) have been duly authorized by all requisite corporate and, if required, stockholder action and (b) will not (i) violate in any material respect any provision of law, statute, rule or regulation or any order of any Governmental Authority, (ii) violate any provision of the filing with certificate of incorporation or other constitutive documents or by-laws of the Securities Company and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meeting of GETCO’s Holders and Knight’s stockholders to be held in connection with this Agreement and the transactions contemplated by this Agreement its Subsidiaries (including the Acquired Companies), (iii) violate in any amendments material respect any provision of any indenture, material agreement or supplements theretoother material instrument to which the Company or any of its Subsidiaries (including the Acquired Companies) is a party or by which any of them or any of their property is or may be bound, except as set forth on Schedule 4.4, (iv) except as set forth on Schedule 4.4, be in conflict in any material respect with, result in a breach in any material respect of or constitute (alone or with notice or lapse of time or both) a material default or give rise to material increased, additional, accelerated or guaranteed rights of any Person under any such indenture, material agreement or other material instrument or (v) except for the “Joint Proxy Statement” and Liens in favor of the Senior Lender arising out of the Senior Loan Documents, result in the creation or imposition of any Lien upon or with respect to any property or assets now owned or hereafter acquired by the Company or any of its Subsidiaries (including the Acquired Companies). No action, consent or approval of, registration statement on Form S-4 (the “S-4”) prepared or filing with, or any other action by any Governmental Authority is or will be required in connection with the issuance of Acquisition or the performance by the Company Common Stock in the Mergers and in which the Joint Proxy Statement will be included as a prospectus), (b) [reserved], (c) the filing of the Knight Certificate of Merger and the GETCO Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the DLLCA, respectively, (d) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules and regulations of the Financial Industry Regulatory Authority (“FINRA”), the U.K. Financial Services Authority (the “FSA”), the NYSE and any SRO or other Governmental Entity set forth on Section 3.4 of the GETCO Disclosure Schedule, (e) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and the expiration or early termination of the HSR Act waiting period applicable to the GETCO Merger, (f) such filings and approvals of the NYSE to permit the shares of Company Common Stock to be listed on the NYSE and (g) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of shares of Company Common Stock pursuant to this Agreement, no material consents or approvals of or filings or registrations with any foreign, federal or state government or regulatory or enforcement authority of any such government or any court, governmental or administrative agency or commission or any other authority or instrumentality of such government or any SRO its Subsidiaries (each a “Governmental Entity”including the Acquired Companies) are necessary in connection with the consummation by GETCO of the GETCO Merger and the other transactions contemplated by this Agreement, and no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by GETCO of this Agreement. As used in this Agreement, “SRO” means (i) any “self regulatory organization” as defined in Section 3(a)(26) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and (ii) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract market. As of the date of this Agreement, GETCO knows the Acquisition Documents, the Senior Loan Documents and the Other Agreements to which it is or will be a party, except (a) in each case, such as have been made or obtained and are in full force and effect and (b) for transfers of no reason why immaterial local permits and other similar ministerial matters that will be properly addressed promptly after the Regulatory Approvals required to be obtained by GETCO or its Subsidiaries should not be obtained on a timely basisClosing Date.

Governmental Consents and Approvals. Except for (a) the filing with the Securities and Exchange Commission (the “SEC”) SEC of a joint proxy statement in definitive form relating to the meeting of GETCO’s Holders and Knightthe Parent’s stockholders to be held in connection with this Agreement and the transactions contemplated by this Agreement (including any amendments or supplements thereto, the “Joint Proxy Statement” and of the registration statement on Form S-4 (the “S-4”) prepared in connection with the issuance of Company Common Stock in the Mergers and in which the Joint Proxy Statement will be included as a prospectus), (b) [reserved], (c) the filing of the Knight Certificate of Merger and the GETCO Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the DLLCA, respectivelyDLLC, (dc) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules and regulations of any applicable industry SRO and the Financial Industry Regulatory Authority (“FINRA”), the U.K. Financial Services Authority (the “FSA”), the NYSE rules and any SRO or other Governmental Entity set forth on Section 3.4 regulations of the GETCO Disclosure ScheduleNYSE, (ed) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and the expiration or early termination of the HSR Act waiting period applicable to the GETCO Merger, and (e) approval of listing of such Parent Common Stock on the NYSE (in each case of (a) through (e) above, that is set forth on Section 3.4 of the Company Disclosure Schedule) or (f) such filings and approvals as set forth on Section 7.2(f) of the NYSE to permit Parent Disclosure Schedule, and assuming the shares truth and completeness of Company Common Stock to be listed on the NYSE representations and (g) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws warranties of various states Parent contained in connection with the issuance Section 4.4 of shares of Company Common Stock pursuant to this Agreement, no material consents or approvals of or filings or registrations with any foreign, federal or state government or regulatory or enforcement authority of any such government or any court, governmental or administrative agency or commission or any other authority or instrumentality of such government or any SRO (each a “Governmental Entity”) are necessary in connection with the consummation by GETCO the Company of the GETCO Merger and the other transactions contemplated by this Agreement, and no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by GETCO the Company of this Agreement. As used in this Agreement, “SRO” means (i) any “self regulatory organization” as defined in Section 3(a)(26) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and (ii) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract market. As of the date of this Agreement, GETCO knows of no reason why the Regulatory Approvals required to be obtained by GETCO or its Subsidiaries should not be obtained on a timely basis.

Governmental Consents and Approvals. Except for (a) Each of Purchaser and the filing Company shall use its commercially reasonable efforts to obtain at the earliest practical date all consents, waivers, approvals, Orders, Permits, authorizations and declarations from, make all filings with, and provide all notices to, all Governmental Authorities which are required to consummate, or in connection with, the transactions contemplated by this Agreement, including the consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notices referred to in Sections 3.3(b) and 4.3(b). Without limiting the foregoing, Purchaser and the Company shall (i) make all filings required of either of them or either of their respective Subsidiaries or Affiliates under the HSR Act or other Antitrust Laws with respect to the Securities transactions contemplated hereby as promptly as practicable and, in any event, within ten (10) Business Days after the date of this Agreement in the case of all filings required under the HSR Act and Exchange within four (4) weeks in the case of all other filings required by other Antitrust Laws, (ii) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by each of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (the “SECFTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority in respect of a joint proxy statement in definitive form relating to the meeting of GETCO’s Holders such filings or such transactions, and Knight’s stockholders to be held (iii) cooperate with each other in connection with this Agreement any such filing (including, to the extent permitted by applicable Law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Authority under any Antitrust Laws with respect to any such filing or any such transaction and shall enter into a joint defense agreement to govern such cooperation. Each such party shall use commercially reasonable efforts to furnish to each other party hereto all information required for any DAL:0506861/00010:1931463v15 application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated by this Agreement (including and by the other Transaction Documents. Each such party shall promptly inform the other parties hereto of any amendments oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filings or supplements theretoany such transaction and permit the other parties to review in advance any proposed communication by such party to any Governmental Authority. No party hereto shall independently participate in any formal or informal meeting with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Authority, the “Joint Proxy Statement” opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall consult and of the registration statement on Form S-4 (the “S-4”) prepared cooperate with one another in connection with the issuance of Company Common Stock matters described in the Mergers and in which the Joint Proxy Statement will be included as a prospectus)this Section 6.5, (b) [reserved], (c) the filing of the Knight Certificate of Merger and the GETCO Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the DLLCA, respectively, (d) any consents, authorizations, approvals, filings or exemptions including in connection with compliance with the rules any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and regulations proposals made or submitted by or on behalf of the Financial Industry Regulatory Authority (“FINRA”), the U.K. Financial Services Authority (the “FSA”), the NYSE and any SRO or other Governmental Entity set forth on Section 3.4 of the GETCO Disclosure Schedule, (e) any notices or filings party hereto relating to proceedings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and the expiration or early termination of the HSR Act waiting period applicable to the GETCO Merger, (f) such filings and approvals of the NYSE to permit the shares of Company Common Stock to be listed on the NYSE and (g) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of shares of Company Common Stock pursuant to this Agreement, no material consents or approvals of or filings or registrations with any foreign, federal or state government or regulatory or enforcement authority of any such government or any court, governmental or administrative agency or commission or any other authority or instrumentality of such government or any SRO (each a “Governmental Entity”) are necessary in connection with the consummation by GETCO of the GETCO Merger and the other transactions contemplated by this Agreement, and no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by GETCO of this Agreement. As used in this Agreement, “SRO” means (i) any “self regulatory organization” as defined in Section 3(a)(26) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and (ii) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract market. As of the date of this Agreement, GETCO knows of no reason why the Regulatory Approvals required to be obtained by GETCO or its Subsidiaries should not be obtained on a timely basisAntitrust Laws.

Governmental Consents and Approvals. Except Each of Purchaser, the Selling Stockholders and the Company shall use, and the Company shall cause each of the Subsidiaries to use, its commercially reasonable efforts to obtain at the earliest practical date all consents, waivers, approvals, Orders, Permits, authorizations and declarations from, make all filings with, and provide all notices to, all Governmental Bodies which are required to consummate, or in connection with, the transactions contemplated by this Agreement, including the consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notices referred to in Sections 3.3(b), 4.3(b) and 5.3(b). Without limiting the foregoing, Purchaser, Selling Stockholders and the Company shall (i) make all filings required of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby as · promptly as practicable and, in any event, within three (3) Business Days after the date of this Agreement in the case of all filings required under the HSR Act, (ii) comply at the earliest practicable date with any request under the HSR Act for (a) additional information, documents, or other materials received by each of them or any of their respective Subsidiaries or Affiliates from the filing with the Securities and Exchange U.S. Federal Trade Commission (the “SECFTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Body in respect of a joint proxy statement in definitive form relating to the meeting of GETCO’s Holders such filings or such transactions, and Knight’s stockholders to be held (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable Law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Body under any Antitrust Laws with respect to any such filing or any such transaction. Each such party shall use commercially reasonable efforts to furnish to each other party hereto all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated by this Agreement Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Body regarding any such filings or any such transaction and permit the other party to review in advance any proposed communication by such party to any Governmental Body. No party hereto shall independently participate in any formal meeting with any Governmental Body in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Body, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall consult and cooperate with one another in connection with the matters described in this Section 6.4, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust Laws. · Each of Purchaser, the Selling Stockholders and the Company shall use commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Body with respect to the transactions contemplated by this Agreement under any Law, including the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (including any amendments or supplements theretocollectively, the “Joint Proxy Statement” Antitrust Laws”). In connection therewith, if any Legal Proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as in violation of any Law, the Selling Stockholders and the Company shall use commercially reasonable efforts, and Purchaser shall cooperate with the Selling Stockholders and the Company, to contest and resist any such Legal Proceeding, and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the registration statement on Form S-4 (the “S-4”) prepared in connection with the issuance of Company Common Stock in the Mergers and in which the Joint Proxy Statement will be included as a prospectus), (b) [reserved], (c) the filing of the Knight Certificate of Merger and the GETCO Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the DLLCA, respectively, (d) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules and regulations of the Financial Industry Regulatory Authority (“FINRA”), the U.K. Financial Services Authority (the “FSA”), the NYSE and any SRO or other Governmental Entity set forth on Section 3.4 of the GETCO Disclosure Schedule, (e) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and the expiration or early termination of the HSR Act waiting period applicable to the GETCO Merger, (f) such filings and approvals of the NYSE to permit the shares of Company Common Stock to be listed on the NYSE and (g) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of shares of Company Common Stock pursuant to this Agreement, no material consents or approvals of or filings or registrations with any foreign, federal or state government or regulatory or enforcement authority of any such government or any court, governmental or administrative agency or commission or any other authority or instrumentality of such government or any SRO (each a “Governmental Entity”) are necessary in connection with the consummation by GETCO of the GETCO Merger and the other transactions contemplated by this Agreement, including by pursuing all available avenues of administrative and no consents judicial appeal unless, by mutual agreement, Purchaser and the Selling Stockholders decide that litigation is not in their respective best interests. Each of Purchaser, the Selling Stockholders and the Company shall use commercially reasonable efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or approvals · other Antitrust Laws with respect to such transactions as promptly as possible after the execution of or filings or registrations with this Agreement. Notwithstanding anything to the contrary in this Agreement, neither Purchaser nor any Governmental Entity are necessary of its Affiliates (which for purposes of this sentence shall include the Company) shall be required, in connection with the execution matters covered by this Section 6.4, (i) to pay any amounts (other than the payment of filing fees and delivery expenses and fees of counsel), (ii) to commence or defend any litigation, (iii) to hold separate (including by GETCO trust or otherwise) or divest any of their respective businesses, product lines or assets, (iv) to agree to any limitation on the operation or conduct of their or the Company’s or any of the Subsidiaries’ respective businesses or (v) to waive any of the conditions set forth in Article VII of this Agreement. As used in this Agreement, “SRO” means (i) any “self regulatory organization” as defined in Section 3(a)(26) of Purchaser shall pay the Securities Exchange Act of 1934, as amended (fees associated with filings required by the “Exchange HSR Act”) and (ii) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract market. As of the date of this Agreement, GETCO knows of no reason why the Regulatory Approvals required to be obtained by GETCO or its Subsidiaries should not be obtained on a timely basis.