Common use of Regulatory Approvals Clause in Contracts

Regulatory Approvals. (a) Each of Newco, Purchaser, REG and the Company shall use their respective commercially reasonable efforts to (i) make or 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 Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, 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 either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“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 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 Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other 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 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 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.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG The Company and the Company Parent shall use their respective commercially all reasonable efforts to (i) make or 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 Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreementsfile, as appropriate, soon as promptly as practicable, including seeking early termination, and, in any event, within ten (10) Business Days practicable after the date of this Agreement in Agreement, all notices, reports and other documents required to be filed with any Governmental Body with respect to the case Merger and the other transactions contemplated by this Agreement, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of all filings the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications required under the HSR Act in connection with the Merger. The Company and within four Parent shall respond as promptly as practicable to (4i) weeks in any inquiries or requests received from the case Federal Trade Commission or the Department of all other filings required by other Antitrust Laws, Justice for additional information or documentation and (ii) comply at any inquiries or requests received from any state attorney general or other Governmental Body in connection with antitrust or related matters. Each of the earliest practicable date Company and Parent shall (1) give the other party prompt notice of the commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger or any of the other transactions contemplated by this Agreement, (2) keep the other party informed as to the status of any such Legal Proceeding, and (3) promptly inform the other party of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the Merger. The Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any request analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating to the HSR Act or any other Antitrust Laws for additional informationfederal or state antitrust or fair trade law. In addition, documentsexcept as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or other materials received by either of them or any of their respective Subsidiaries or Affiliates from relating to the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each of the Company and Parent will permit authorized Representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Authority in respect of such filings or such transactions, and (iii) cooperate with each other Body 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 Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other 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 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 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 LawsLegal Proceeding.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG and the Company party shall use their respective commercially all reasonable efforts to (i) make or 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 Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriatefile, as promptly as practicable, including seeking early termination, and, in any event, within ten (10) Business Days practicable after the date of this Agreement in Agreement, all notices, reports and other documents required to be filed by such party with any Governmental Body with respect to the case Merger and the other transactions contemplated by this Agreement, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of all filings the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications required under the HSR Act in connection with the Merger. The Company and within four Parent shall respond as promptly as practicable to (4i) weeks in any inquiries or requests received from the case Federal Trade Commission or the Department of all other filings required by other Antitrust Laws, Justice for additional information or documentation and (ii) comply at any inquiries or requests received from any state attorney general or other Governmental Body in connection with antitrust or related matters. Each of the earliest practicable date Company and Parent shall (1) give the other party prompt notice of the commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger or any of the other transactions contemplated by this Agreement, (2) keep the other party informed as to the status of any such Legal Proceeding, and (3) promptly inform the other party of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the Merger. The Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any request analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating to the HSR Act or any other Antitrust Laws for additional informationfederal or state antitrust or fair trade law. In addition, documentsexcept as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or other materials received by either of them or any of their respective Subsidiaries or Affiliates from relating to the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each of the Company and Parent will permit authorized Representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Authority in respect of such filings or such transactions, and (iii) cooperate with each other Body 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 Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other 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 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 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 LawsLegal Proceeding.

Regulatory Approvals. (a) Each of NewcoUpon the terms and subject to the conditions herein provided, PurchaserPurchaser Parent, REG Purchaser and Seller Parent each agree to take, and to cause their Affiliates to take, all actions and to do, and cause their Affiliates to do, all things necessary under applicable Antitrust Laws to consummate and make effective the Company shall use their respective commercially reasonable efforts transactions contemplated by this Agreement or any Ancillary Agreement as promptly as reasonably practicable (and in any event as required to effect the Closing prior to the Outside Date), including all actions and all things necessary (i) make to obtain, as promptly as reasonably practicable (and in any event as required to effect the Closing prior to the Outside Date), any consent, authorization, order or cause approval of, or any exemption by, or negative clearance from, or the expiration or early termination of any waiting period imposed by, or any other Approval of, any Governmental Antitrust Authority required to be obtained or made all filings required by Seller Parent, Purchaser Parent, Purchaser or their Affiliates in connection with the acquisition of each the Purchased Assets or the consummation 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 and or by the Common Plan Ancillary Agreements, as appropriate(ii) to satisfy, as promptly as practicable, including seeking early termination, and, reasonably practicable and in any event, within ten event prior to the date that is the third (103rd) Business Days after Day prior to the Outside Date, the conditions precedent set forth in Sections 8.1(a) and 8.1(b) to the extent relating to Antitrust Laws, (iii) to defend any Actions, whether judicial or administrative, brought by any Governmental Antitrust Authority or brought under, pursuant to or relating to any Antitrust Law challenging this Agreement, the Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby, and (iv) to comply as promptly as reasonably practicable with all legal requirements under Antitrust Laws which may be imposed with respect to this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby. Without limiting the foregoing, Purchaser Parent, Purchaser, Seller Parent and their Affiliates shall be obligated to take such actions as are necessary to obtain, as promptly as reasonably practicable and in any event prior to the date that is the third (3rd) Business Day prior to the Outside Date, the expiration or termination of this Agreement in the case of all filings required any applicable waiting period under the HSR Act and within four (4) weeks in the case of all other filings required by other Antitrust Lawsany consent, (ii) comply at the earliest practicable date with any request under the HSR Act authorization, order or other Antitrust Laws for additional information, documentsapproval of, or other materials received by either any exemption by, or negative clearance from, or the expiration or early termination of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”)waiting period imposed by, the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority in respect of such filings or such transactionsApproval under, 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 Antitrust Laws of the FTC, the Antitrust Division or other Governmental Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other 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 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 Section 6.4, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or jurisdictions set forth on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust Laws.Annex C.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG and the Company party shall use their respective commercially all reasonable efforts to (i) make or 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 Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreementsfile, as appropriate, soon as promptly as practicable, including seeking early termination, and, in any event, within ten (10) Business Days practicable after the date of this Agreement in the case of Agreement, all filings notices, reports and other documents required under the HSR Act and within four (4) weeks in the case of all other filings required to be filed by other Antitrust Laws, (ii) comply at the earliest practicable date such party with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“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 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 Authority under any Antitrust Laws Body with respect to the Offer, the Merger and the other transactions contemplated by this Agreement, and to submit promptly any additional information requested by any such filing or any such transactionGovernmental Body. Newco shall be responsible for all filing fees and expenses associated with Without limiting the required filings under generality of the HSR Act and all responses to any request by the FTCforegoing, the Antitrust Division or Company and Parent shall, promptly after the date of this Agreement, prepare and file any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information notifications required for any application or other filing to be made pursuant to under any applicable law foreign antitrust laws or regulations in connection with the Offer, the Merger or the other transactions contemplated by this Agreement. The Company and Parent shall respond as promptly as practicable to any inquiries or requests received from any state attorney general, foreign antitrust authority or other Governmental Body in connection with antitrust or related matters. Each of the Company and Parent shall (1) give the other party prompt notice of the commencement or threat of commencement of any Legal Proceeding by or before any Governmental Body with respect to the Offer, the Merger or any of the other transactions contemplated by this Agreement, (2) keep the other party informed as to the status of any such party shall Legal Proceeding or threat, and (3) promptly inform the other parties hereto party of any oral communication with, and provide copies of written communications with, to or from any Governmental Authority Body regarding any such filings the Offer, the Merger or any such transaction and permit of the other party to review in advance any proposed communication transactions contemplated by such party to this Agreement. Except as may be prohibited by any Governmental Authority. No party hereto shall independently participate in Body or by any formal meeting with any Governmental Authority in respect of any such filingsLegal Requirement, investigation, or other inquiry without giving (a) 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 Company and Parent will consult and cooperate with one another another, and will consider in connection with good faith the matters described in this Section 6.4views of one another, including in connection with any analysesanalysis, appearancesappearance, presentationspresentation, memorandamemorandum, briefsbrief, argumentsargument, opinions and proposals opinion or proposal made or submitted by in connection with any Legal Proceeding under or on behalf of any party hereto relating to proceedings under any foreign, federal or state antitrust or fair trade law, and (b) in connection with any such Legal Proceeding, each of the HSR Act Company and Parent will permit authorized Representatives of the other party to be present at each meeting or other Antitrust Lawsconference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal Proceeding. At the request, and only at the request, of Parent, the Company shall agree to divest, sell, dispose of, hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to its or its Subsidiaries’ ability to operate or retain any of the businesses, product lines or assets of the Company or any of its Subsidiaries, provided that any such action is conditioned upon the consummation of the Offer.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG and the Company and Parent shall use their respective its commercially reasonable efforts to (i) make or 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 Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreementsfile, as appropriate, soon as promptly as practicable, including seeking early termination, and, in any event, within ten (10) Business Days practicable after the date of this Agreement in Agreement, all notices, reports and other documents required to be filed with any Governmental Body with respect to the case Merger and the other transactions contemplated by this Agreement, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of all filings the foregoing, if Parent or the Company reasonably determines that it is so required, the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications required under the HSR Act and within four any applicable foreign antitrust laws or regulations in connection with the Merger. The Company and Parent shall respond as promptly as practicable to (4a) weeks any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (b) any inquiries or requests received from any state attorney general, foreign antitrust authority or other Governmental Body in connection with antitrust or related matters. Each of the case Company and Parent shall (i) give the other party prompt notice of all the commencement or threat of commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger or any of the other filings required transactions contemplated by other Antitrust Lawsthis Agreement, (ii) comply at keep the earliest practicable date with other party informed as to the status of any request under the HSR Act such Legal Proceeding or other Antitrust Laws for additional information, documents, or other materials received by either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“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 such transactionsthreat, and (iii) cooperate with each promptly inform the 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 party of any of material communication to or from the FTCFederal Trade Commission, the Antitrust Division or other Governmental Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division Department of Justice or any other Governmental AuthorityBody regarding the Merger. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to Except as may be made pursuant to any applicable law in connection with the transactions contemplated prohibited 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 Authority regarding Body or by 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 AuthorityLegal Requirement, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto Company and Parent shall consult and cooperate with one another another, and shall consider in connection with good faith the matters described in this Section 6.4views of one another, including in connection with any analysesanalysis, appearancesappearance, presentationspresentation, memorandamemorandum, briefsbrief, argumentsargument, opinions and proposals opinion or proposal made or submitted by in connection with any Legal Proceeding under or on behalf of any party hereto relating to proceedings under the HSR Act or any other Antitrust Lawsforeign, federal or state antitrust or fair trade law. In addition, except as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or relating to the HSR Act or any other foreign, federal or state antitrust or fair trade law or any other similar Legal Proceeding, each of the Company and Parent will permit authorized Representatives of the other party to be present at each meeting or conference with government representatives relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal Proceeding. Notwithstanding anything to the contrary in this Section 5.3, neither Parent nor the Company nor any of their respective Subsidiaries shall be required to take any action that could reasonably be expected to substantially impair the overall benefits expected, as of the date hereof, to be realized from the consummation of the Merger.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG and the Company and Parent shall use their respective commercially its reasonable best efforts to (i) make or 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 Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreementsfile, as appropriate, soon as promptly as practicable, including seeking early termination, and, in any event, within ten (10) Business Days practicable after the date of this Agreement in Agreement, all notices, reports and other documents required to be filed with any Governmental Body with respect to the case Merger and the other transactions contemplated by this Agreement, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of all filings the foregoing, if Parent determines that it is so required, the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications required under the HSR Act and within four any applicable foreign antitrust laws or regulations in connection with the Merger. The Company and Parent shall respond as promptly as practicable to (4i) weeks in any inquiries or requests received from the case Federal Trade Commission or the Department of all other filings required by other Antitrust Laws, Justice for additional information or documentation and (ii) comply at any inquiries or requests received from any state attorney general, foreign antitrust authority or other Governmental Body in connection with antitrust or related matters. Each of the earliest practicable date Company and Parent shall (1) give the other party prompt notice of the commencement or threat of commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger or any of the other transactions contemplated by this Agreement, (2) keep the other party informed as to the status of any such Legal Proceeding or threat, and (3) promptly inform the other party of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the Merger. Except as may be prohibited by any Governmental Body or by any Legal Requirement, the Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any request analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating to the HSR Act or any other Antitrust Laws for additional informationforeign, documentsfederal or state antitrust or fair trade law. In addition, except as may be prohibited by any Governmental Body or by any Legal Requirement, in connection 39 with any Legal Proceeding under or relating to the HSR Act or any other materials received by either foreign, federal or state antitrust or fair trade law or any other similar Legal Proceeding, each of them the Company and Parent will permit authorized Representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal Proceeding. Notwithstanding anything to the contrary in this Section 5.4, neither Parent nor the Company nor any of their respective Subsidiaries or Affiliates shall be required to take any action that would reasonably be expected to substantially impair the overall benefits expected, as of the date hereof, to be realized from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division consummation of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority in respect of such filings or 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 Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other 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 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 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 LawsMerger.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG and the Company party shall use their respective commercially its reasonable best efforts to (i) make or 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 Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreementsfile, as appropriate, soon as promptly as practicable, including seeking early termination, and, in any event, within ten (10) Business Days practicable after the date of this Agreement, all notices, reports and other documents required to be filed by such party with any Governmental Body with respect to the Offer, the Merger and the other transactions contemplated by this Agreement, the Tender and Voting Agreement in and the case Acquisition Co. Option Agreement, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of all filings the foregoing, the Company and Parent shall, promptly after the date hereof, prepare and file any notifications required under any applicable antitrust Laws in connection with the HSR Act Offer, the Merger or the other transactions contemplated by this Agreement, the Tender and within four (4) weeks in Voting Agreement and the case of all other filings required by other Antitrust Laws, (ii) comply at the earliest Acquisition Co. Option Agreement. The Company and Parent shall respond as promptly as practicable date with to any request under the HSR Act inquiries or requests received from any antitrust authority or other Antitrust Laws for additional informationGovernmental Body in connection with antitrust or related matters. Each of the Company and Parent shall (a) give the other party prompt notice of the commencement or threat of commencement of any Proceeding by or before any Governmental Body with respect to the Offer, documents, or other materials received by either of them the Merger or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”)other transactions contemplated by this Agreement, the Antitrust Division Tender and Voting Agreement and the Acquisition Co. Option Agreement, (b) keep the other party informed as to the status of the U.S. Department of Justice (the “Antitrust Division”) any such 38 Proceeding or any other Governmental Authority in respect of such filings or such transactionsthreat, and (iiic) promptly inform the other party of any communication to or from any Governmental Body regarding the Offer, the Merger or any of the other transactions contemplated by this Agreement, the Tender and Voting Agreement and the Acquisition Co. Option Agreement. Except as may be prohibited by any Governmental Body or by any Law, (x) each party will consult and cooperate with each other the other, and will consider in good faith the views of the other, in connection with any analysis, appearance, presentation, memorandum, brief, Proceeding under or relating to any foreign, federal or state antitrust or fair trade Law, and (y) in connection with any such filing (includingProceeding, 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 each party will permit authorized Representatives of the FTC, the Antitrust Division other to be present at each meeting or other Governmental Authority under any Antitrust Laws with respect conference relating to any such filing or any such transaction. Newco shall Proceeding and to have access to and be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other 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 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 Section 6.4, including consulted in connection with any analysesdocument, appearances, presentations, memoranda, briefs, arguments, opinions and proposals opinion or proposal made or submitted by to any Governmental Body in connection with any such Proceeding. At the request of Parent, the Company shall agree to divest, sell, dispose of, hold separate or on behalf otherwise take or commit to take any action that limits its freedom of action with respect to its or the Subsidiaries’ ability to operate or retain any party hereto relating to proceedings under of the HSR Act businesses, product lines or other Antitrust Lawsassets of the Company or any Subsidiary, provided, however, that any such action is conditioned upon the consummation of the Offer.

Regulatory Approvals. (a) Each The Collaboration Management Team, or a Project Committee if designated, shall determine the jurisdiction or jurisdictions in which Regulatory Approvals for any particular Co-Commercialized Product are to be sought to enable commercialization of Newcosuch Co-Commercialized Product therein. For Co-Commercialized Products arising from Joint Development Compounds, Purchaserthe Lead Developing Party shall have the responsibility to secure and maintain any given Regulatory Approval for all commercially reasonably and appropriate indications of Co-Commercialized Products, REG and the Company shall use their respective commercially reasonable efforts to (i) make or cause Party in whose name any such approval is to be made all filings required of each of them secured and maintained. The Lead Developing Party shall consult with the CMT or any of their respective Subsidiaries or Affiliates under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, 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 either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“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 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 Project Committee prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving taking any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Authority under any Antitrust Laws material action with respect to any such filing Regulatory Approval, and shall provide the CMT with access to all related documentation. Without limiting the generality of the foregoing, the Lead Developing Party shall not make any written or any such transaction. Newco shall be responsible for all filing fees and expenses associated oral contact with the required filings under FDA or other applicable regulatory agency or make any regulatory submission without in each case receiving the HSR Act and all responses to any request by prior written approval of the FTCCMT. In addition, the Antitrust Division or any other Governmental Authority. Each such party Party shall use commercially reasonable efforts have the right to furnish participate fully in the formation and implementation of regulatory approval strategy, including, without limitation, the right to each other 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 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 meetings or telephone conferences with the FDA or other applicable regulatory agencies. For Co-Commercialized Products arising from Joint Development Compounds/IV, the Parties shall share the responsibility to secure and maintain any Governmental Authority given Regulatory Approval for all commercially reasonably and appropriate indications of Co-Commercialized Products, and the Party or Parties in respect of whose name any such filingsapproval is to be secured and maintained. The Parties shall consult with the CMT or Project Committee prior to taking any material action with respect to any such Regulatory Approval, investigationand shall provide the CMT with access to all related documentation. Without limiting the generality of the foregoing, the Parties shall not make any written or oral contact with the FDA or other inquiry applicable regulatory agency or make any regulatory submission without giving in each case receiving the other parties hereto prior notice written approval 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 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 LawsCMT.

Regulatory Approvals. (a) Each of NewcoParent, PurchaserMergerLLC, REG and the Company shall use their respective commercially reasonable efforts to (i) make or 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 Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, 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 either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“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 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 Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco Parent shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other 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 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 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.

Regulatory Approvals. (a) Each of NewcoParent and, Purchaserwhere applicable, REG and the Company shall use their respective commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate in doing, all things necessary, proper or advisable under applicable Law to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable and in any event prior to the End Date, including to (i) make or cause to be made all the registrations, declarations and filings required of each of them or any of their respective Subsidiaries or Affiliates such party under the HSR Act or Act, the EUMR, and any other Antitrust Laws Law listed in Schedule 6.4 (collectively, the “Antitrust Filings”) with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, this Agreement as promptly as practicablereasonably practicable and advisable after the date of this Agreement (and with respect to the HSR Act, including seeking early termination, and, in any event, within no later than ten (10) Business Days after from the date of this Agreement in Agreement), and any filing fees associated therewith shall be paid by the case Parent and such initial filings from Parent and the Company shall request early termination of all filings required any applicable waiting period under the HSR Act and within four (4) weeks in the case of all other filings required by other Antitrust LawsAct, (ii) comply at the earliest practicable date with agree not to extend any request waiting period under the HSR Act or enter into any agreement with any Governmental Body not to consummate the transaction contemplated by this Agreement, except with the prior written consent of the other Antitrust Laws party not to be unreasonably withheld, conditioned or delayed, (iii) subject to applicable Law, furnish to the other party as promptly as reasonably practicable all information required for additional information, documents, any application or other materials filing to be made by the other party pursuant to any applicable Law in connection with the transactions contemplated by this Agreement, (iv) respond as promptly as reasonably practicable to any inquiries received by either of them from, and supply as promptly as reasonably practicable any additional information or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”)documentation that may be requested by, the Antitrust Division of the U.S. Department of Justice (the “Antitrust DivisionDOJ”), the Federal Trade Commission (“FTC”), the European Commission (“Commission”) or by any other Governmental Body in respect of such Antitrust Filings, this Agreement, or the transactions contemplated hereby, (v) promptly notify the other party in advance of any material communication between that party and the FTC, the DOJ, the Commission or any other Governmental Authority Body in respect of such filings any Antitrust Filings or such transactionsinvestigation, inquiry or other Proceeding relating to this Agreement, the transactions contemplated hereby and (iii) cooperate with each other of any material or substantive communication received or given in connection with any such filing Proceeding by a private party relating to the transactions contemplated hereby, (includingvi) subject to applicable Law, discuss with and permit the other party to review in advance, and consider in good faith the other party’s reasonable comments in connection with, any Antitrust Filing or communication to the FTC, the DOJ, the Commission or any other Governmental Body or, in connection with any Proceeding by a private party to any other Person, relating to any Antitrust Filing or investigation, inquiry or other Proceeding relating to this Agreement, or the transactions contemplated hereby, (vii) not participate or agree to participate in any meeting, telephone call or discussion with the FTC, the DOJ, the Commission or any other Governmental Body in respect of any Antitrust Filing, investigation or inquiry relating to this Agreement, or the transactions contemplated hereby unless it consults with the other party in advance and, to the extent permitted by such Governmental Body, gives the other party the opportunity to attend and participate in such meeting, telephone call or discussion, (viii) subject to applicable lawLaw, providing furnish the other party promptly with copies of all such documents correspondence, filings and communications between them and their Affiliates on the one hand, and the FTC, the DOJ, the Commission or any other Governmental Body or members of their respective staffs on the other hand, with respect to any Antitrust Filing, investigation, inquiry, or Proceeding relating to this Agreement, or the non-filing parties prior to filing transactions contemplated hereby and considering all reasonable additions, deletions or changes suggested (ix) act in good faith and reasonably cooperate with the other party in connection therewith) with any Antitrust Filings and in connection with resolving any investigation or other inquiry of any of Governmental Body under the FTCHSR Act, the EUMR or any other Antitrust Division or other Governmental Authority under any Antitrust Laws Law with respect to any such filing Antitrust Filing, this Agreement or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other 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 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 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 Lawshereby.

Regulatory Approvals. (a1) Each of NewcoParty hereto shall, Purchaseras promptly as possible, REG and the Company shall use their respective commercially its reasonable best efforts to (i) make obtain, or cause to be made obtained, all filings required consents and Authorizations, including the Regulatory Approvals, from all Governmental Entities that may be or become necessary for its execution and delivery of each this Agreement and the performance of them its obligations under this Agreement. Each Party shall co-operate fully with the other Parties and their affiliates in promptly seeking to obtain all such consents or any Authorizations, including the Regulatory Approvals, from such Governmental Entities. Without limiting the generality of their respective Subsidiaries or Affiliates under the HSR foregoing, (a) in the case of the Competition Act or other Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriateApproval, as promptly as practicable, including seeking early termination, and, and in any eventevent no later than fifteen (15) Business Days after the date hereof, (i) the Purchaser shall file with the Commissioner of Competition a submission in support of a request for an ARC or a No Action Letter in respect of the transactions contemplated by this Agreement; and (ii) unless the Purchaser and the Company mutually agree otherwise or agree that such filings should be made on a different date, the Purchaser and the Company shall file or cause to be filed notifications pursuant to paragraph 114(1) of the Competition Act, and (b) in the case of the HSR Act, as promptly as practicable, and in any event within ten (10) Business Days after the date of this Agreement Agreement, the Purchaser and the Company shall prepare and file their respective notification and report forms pursuant to the HSR Act and request an early termination of any applicable waiting period under the HSR Act, and (c) in the case of any other Regulatory Approvals, make all required notifications, applications or filings as promptly as practicable, and in any event, no later than twenty (20) Business Days after the date hereof. The Purchaser shall be responsible for and shall pay all filing fees required under by applicable Law to be paid to any Governmental Authority in order to obtain all consents and Authorizations, including the Regulatory Approvals and as it relates to 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 Competition Act or other Antitrust Laws for additional information, documents, or other materials received by either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“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 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 Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other 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 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 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 LawsApproval.

Regulatory Approvals. (a) Without limiting the generality of Section 6.3, as soon as reasonably practicable (and in any event within ten (10) Business Days) following the date hereof, each of Parent and the Company shall file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby (including the Offer and the Merger) as required by the HSR Act, and Parent shall file comparable pre-merger notification filings, forms and submissions with any Governmental Authority that is required by the Antitrust Laws of the Specified Jurisdiction. Each of Newco, Purchaser, REG Parent and the Company shall use their respective commercially reasonable best efforts to promptly (i) make cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information or documents that may be required in order to effectuate such filings, and (iii) comply with any request for additional information made by the FTC, the DOJ or the competition or merger control authorities of any other jurisdiction. Each party hereto shall promptly inform the other party or parties hereto, as the case may be, of any communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement (including the Offer and the Merger). If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Authority with respect to the transactions contemplated by this Agreement (including the Offer and the Merger), then such party shall use reasonable best efforts to make, or cause to be made all filings required of each of them made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. Neither Parent nor the Company shall commit or any of agree (or permit their respective Subsidiaries or Affiliates to commit or agree) with any Governmental Authority to stay, toll or extend any applicable waiting period under the HSR Act or other applicable Antitrust Laws Laws, without the prior written consent of the other (such consent not to be unreasonably withheld or delayed). Parent shall have the right to direct, lead, and make final decisions regarding all communications with respect any Governmental Authority and strategy relating to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, 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 either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“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 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 Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law jurisdiction in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication withhereby consistent with its obligations hereunder, and provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction and permit the other party subject 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 good faith consultation 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 LawsCompany.

Regulatory Approvals. (a) Each of NewcoParent and, Purchaserwhere applicable, REG and the Company shall use their respective commercially its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate in doing, all things necessary, proper or advisable under applicable Law to consummate and make effective the transactions contemplated by this Agreement as promptly as reasonably practicable, including to (i) make or cause to be made all the registrations, declarations and filings required of each of them or such party under any of their respective Subsidiaries or Affiliates under the HSR Act or other Antitrust Laws Law (“Antitrust Filings”) with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, this Agreement as promptly as practicable, including seeking early termination, and, in any event, within ten (10) Business Days reasonably practicable and advisable after the date of this Agreement in the case of all filings required under the HSR Act Agreement, and within four (4) weeks in the case of all other filings required any filing fees associated therewith shall be paid by other Antitrust LawsParent, (ii) comply at the earliest practicable date agree not to withdraw or refile any filing or extend any waiting period under any applicable Antitrust Law or enter into any agreement with any request under Governmental Body not to consummate the HSR Act transactions contemplated by this Agreement, except with the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned or other Antitrust Laws for additional information, documents, or other materials received by either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”delayed), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filing (includingsubject to applicable Law, furnish 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. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other as promptly as reasonably practicable all information required for any application or other filing to be made by the other party pursuant to any applicable law Law in connection with the transactions contemplated by this Agreement. Each such party shall , (iv) respond as promptly inform the other parties hereto of as reasonably practicable to any oral communication withinquiries received from, and provide copies of written communications withsupply as promptly as reasonably practicable any additional information or documentation that may be requested by, any Governmental Authority regarding Body in respect of such Antitrust Filings, this Agreement or the transactions contemplated hereby, (v) promptly notify the other party of any such filings material communication between that party and any Governmental Body in respect of any Antitrust Filings or any such transaction inquiry or Proceeding relating to this Agreement or the transactions contemplated hereby and of any material communication received or given in connection with any Proceeding by a private party relating to the transactions contemplated hereby, (vi) subject to applicable Law, discuss with and permit the other party (and its counsel) to review in advance advance, and consider in good faith the other party’s reasonable comments in connection with, any proposed Antitrust Filing or communication to any Governmental Body or, in connection with any Proceeding by such a private party to any Governmental Authority. No party hereto shall independently other Person, relating to any Antitrust Filing or inquiry or Proceeding relating to this Agreement, or the transactions contemplated hereby, (vii) not participate or agree to participate in any formal meeting with substantive meeting, telephone call or discussion any Governmental Authority Body in respect of any such filingsAntitrust Filing, investigation, investigation or other inquiry relating to this Agreement or the transactions contemplated hereby without giving consulting with the other parties hereto prior notice of the meeting party in advance and, to the extent permitted not prohibited by such Governmental AuthorityBody, giving the other party the opportunity to attend and/or participate. Subject and participate in such meeting, telephone call or discussion, (viii) subject to applicable Law, furnish the parties hereto shall consult other party promptly with copies of all correspondence, filings and communications between them and their Affiliates on the one hand, and any Governmental Body or members of their respective staffs on the other hand, with respect to any Antitrust Filing, inquiry or Proceeding relating to this Agreement or the transactions contemplated hereby and (ix) act in good faith and reasonably cooperate with one another in connection with the matters described in this Section 6.4, including other party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions Antitrust Filings and proposals made in connection with resolving any investigation or submitted by or on behalf inquiry of any party hereto relating to proceedings under the HSR Act such agency or other Governmental Body under any Antitrust LawsLaw with respect to any such Antitrust Filing, this Agreement or the transactions contemplated hereby. The parties may, as they deem advisable, designate any competitively sensitive materials provided to the other party pursuant to this Section 7.4 as “outside counsel only.” Such materials and the information contained therein shall be given only to outside counsel of the recipient and shall not be disclosed by such outside counsel to employees, officers or directors of the recipient without the advance written consent of the disclosing party.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG and the Company Party shall use their respective commercially reasonable best efforts to (i) make file or cause otherwise submit, as soon as practicable after the date of this Agreement, all applications, notices, reports and other documents reasonably required to be made all filings required of each of them filed by such Party with or otherwise submitted by such Party to any of their respective Subsidiaries or Affiliates under the HSR Act or other Antitrust Laws Governmental Body with respect to the transactions contemplated hereby Offer, the Merger and the other Contemplated Transactions, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the Common Plan Agreementsgenerality of the foregoing, as appropriatethe Parties shall, as promptly as practicableafter the date of this Agreement, including seeking early terminationprepare and file, andif any, (a) the notification and report forms required to be filed under the HSR Act, which in any event, event shall be filed within ten (10) Business Days after the date execution of this Agreement (unless a later date is mutually agreed to by the Parties) and (b) any notification or other document required to be filed in connection with the case Offer or the Merger under any applicable foreign Legal Requirement relating to antitrust or competition matters. Romeo and Nikola shall respond as promptly as is practicable to respond in compliance with: (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation; and (ii) any inquiries or requests received from any state attorney general, foreign antitrust or competition authority or other Governmental Body in connection with antitrust or competition matters. Each Party shall give the other Party the right to review and comment on all material filings or responses to be submitted to any Governmental Body, and in good faith will take the other Party’s comments into account. Notwithstanding anything to the contrary in this Agreement, neither Party shall be required under to defend any lawsuits or other legal proceedings pursuant to any antitrust or competition laws, whether judicial or administrative, challenging this Agreement or the HSR Act consummation of the transactions contemplated hereby, including the Offer, the Merger and within four the execution, delivery and performance of the Secured Debt Agreements (4including the incurrence of the Secured Loan). Each of the Parties hereto will furnish to the other such necessary information and reasonable assistance as the other may reasonably request in connection with the preparation of any required governmental filings or submissions and will cooperate in responding to any inquiry from a Governmental Body, including (i) weeks in promptly informing the case other Party of all other filings required by other Antitrust Lawssuch inquiry, (ii) comply at consulting in advance before making any material presentations or submissions to a Governmental Body, (iii) giving the earliest practicable date other Party the opportunity to attend and participate in any substantive meetings or discussions with any request under Governmental Body, to the HSR Act extent not prohibited by such Governmental Body and (iv) supplying each other with copies of all material correspondence, submissions or written communications between either Party and any Governmental Body with respect to this Agreement. Each Party, in their respective sole and absolute discretion, may redact material as necessary to comply with contractual arrangements, address reasonable attorney-client or other Antitrust Laws for additional informationprivilege concerns, documentsexclude any information relating to Romeo valuation and similar matters relating to the transactions contemplated herein (including the execution, delivery and performance of the Secured Debt Agreements (including the incurrence of the Secured Loan)), or other designate any competitively sensitive material as “Outside Counsel Only Material” such that such materials received by either and the information contained therein shall be given only to the outside counsel of them the recipient and will not be disclosed to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials or its legal counsel. Notwithstanding anything to the contrary in this Agreement, Nikola and Purchaser shall (or shall cause any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission or Romeo to): (“FTC”)A) sell, the Antitrust Division divest, license or otherwise dispose of, or hold separate and agree to sell, divest, license or otherwise dispose of, any assets of the U.S. Department Romeo or its Subsidiaries or of Justice Nikola or Purchaser, (the “Antitrust Division”B) terminate, amend or any other Governmental Authority in respect assign existing relationships and contractual rights and obligations of such filings Romeo or such transactionsits Subsidiaries or of Nikola or Purchaser, and (iiiC) cooperate with each other in connection with any such filing (includingrequire Nikola or Purchaser or Romeo or its Subsidiaries, 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 grant any right or changes suggested in connection therewith) and in connection with resolving any investigation commercial or other inquiry of accommodation to, or enter into any of the FTC, the Antitrust Division material commercial contractual or other Governmental Authority under commercial relationship with, any Antitrust Laws third party or (D) impose limitations on Nikola or Purchaser or Romeo or its Subsidiaries, with respect to any such filing how they own, retain, conduct or operate all or any such transaction. Newco portion of their respective businesses or assets (each of (A)-(D), a “Remedy”); provided, that Nikola and Purchaser shall not be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to take or commit to take any request by the FTC, the Antitrust Division Remedy that would have a Nikola Material Adverse Effect or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other 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 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 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 Lawsa Romeo Material Adverse Effect.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG The Company and the Company Parent shall use their respective commercially reasonable efforts to (i) make or 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 Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreementsfile, as appropriate, soon as promptly as practicable, including seeking early termination, and, in any event, within ten (10) Business Days practicable after the date of this Agreement in Agreement, all notices, reports and other documents required to be filed with any Governmental Body with respect to the case Merger and the other transactions contemplated by this Agreement, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of all filings the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications required under the HSR Act in connection with the Merger. The Company and within four Parent shall respond as promptly as practicable to (4i) weeks in any inquiries or requests received from the case Federal Trade Commission or the Department of all other filings required by other Antitrust Laws, Justice for additional information or documentation and (ii) comply at any inquiries or requests received from any state attorney general or other Governmental Body in connection with antitrust or related matters. Each of the earliest practicable date Company and Parent shall (1) give the other party prompt notice of the commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger or any of the other transactions contemplated by this Agreement, (2) keep the other party informed as to the status of any such Legal Proceeding, and (3) promptly inform the other party of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the Merger. The Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any request analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating to the HSR Act or any other Antitrust Laws for additional informationfederal or state antitrust or fair trade law. In addition, documentsexcept as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or other materials received by either of them or any of their respective Subsidiaries or Affiliates from relating to the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each of the Company and Parent agrees to permit authorized Representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Authority in respect of such filings or such transactions, and (iii) cooperate with each other Body 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 Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other 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 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 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 LawsLegal Proceeding.

Regulatory Approvals. (a) Without limiting the generality of Section 6.3, as soon as reasonably practicable (and in any event within ten(10) Business Days) following the date hereof, each of Parent and the Company shall file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby (including the Offer and the Merger) as required by the HSR Act, as well as comparable pre-merger notification filings, forms and submissions with any foreign Governmental Authority that is required by other applicable Antitrust Laws, in each case as Parent may reasonably determine. Each of Newco, Purchaser, REG Parent and the Company shall use their respective commercially reasonable best efforts to promptly (i) make cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information or documents that may be required in order to effectuate such filings, and (iii) comply with any request for additional information made by the FTC, the DOJ or the competition or merger control authorities of any other jurisdiction. Each party hereto shall promptly inform the other party or parties hereto, as the case may be, of any communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement (including the Offer and the Merger). If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Authority with respect to the transactions contemplated by this Agreement (including the Offer and the Merger), then such party shall use reasonable best efforts to make, or cause to be made all filings required of each of them made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. Neither Parent nor the Company shall commit or any of agree (or permit their respective Subsidiaries or Affiliates to commit or agree) with any Governmental Authority to stay, toll or extend any applicable waiting period under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, 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 applicable Antitrust Laws, (ii) comply at without the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division prior written consent of the U.S. Department of Justice other (the “Antitrust Division”) or any other Governmental Authority in respect of such filings or 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 Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing consent not 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 Authority regarding any such filings unreasonably withheld 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 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 Lawsdelayed).

Regulatory Approvals. (a) Each of Newco, Purchaser, REG and the Company shall use their respective commercially reasonable efforts to The Parties will (i) make or 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 Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as reasonably promptly as practicable, including seeking early termination, and, in any event, within ten (10) Business Days after following the date of this Agreement hereof, provided, however, that in no event shall the case of all Parties make or cause to be made any filings required under the HSR Act and within four (4) weeks in the case of all other filings required by or other Antitrust LawsLaws prior to January 4, 2016, (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 either each of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. United States Department of Justice (the “Antitrust Division”) Division or any other Governmental Authority Body in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable lawLaw, providing copies of all such documents to the non-filing parties 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 Body under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall Party will use commercially its reasonable best efforts to furnish to each other Party all information required for any application or other filing to be made pursuant to any applicable law Law in connection with the transactions contemplated by this Agreement. Each such party shall Party will promptly inform the other parties hereto Parties of any substantive oral communication with, and provide copies of substantive written communications with, any Governmental Authority 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 Authoritytransaction. No party hereto shall Party will independently participate in any formal meeting with any Governmental Authority Body in respect of any such filings, investigation, or other inquiry without giving the other parties hereto Parties prior notice of the meeting and, to the extent permitted by such Governmental AuthorityBody, the opportunity to attend and/or and participate. Subject to applicable Law, the parties hereto shall Parties will 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 Party relating to proceedings under the HSR Act or other Antitrust Laws.

Regulatory Approvals. Each party shall use all reasonable efforts to file or otherwise submit, as soon as practicable after the date of this Agreement, all notices, applications, reports and other documents required to be filed by such party with or otherwise submitted by such party to any Governmental Body with respect to the Transaction, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and file (a) Each the notification and report forms required to be filed under the HSR Act, (b) any notification or other document required to be filed in connection with the Transaction under any applicable foreign Legal Requirement relating to antitrust or competition matters, and (c) all applications necessary to obtain all required Governmental Authorizations under Gaming Laws. Also without limiting the generality of Newcothe foregoing, Purchaser, REG and the Company and Parent shall use their respective commercially all reasonable efforts to (i) make take all reasonable action necessary to ensure that no state takeover statute or cause similar statute or regulation is or becomes applicable to be made all filings required of each of them any Contemplated Transaction or this Agreement and (ii) if any of their respective Subsidiaries state takeover statute or Affiliates under the HSR Act similar statute or other Antitrust Laws with respect regulation becomes applicable to the transactions contemplated hereby and by Transaction or this Agreement, take all reasonable action necessary to ensure that the Common Plan Agreements, as appropriate, Transaction may be consummated as promptly as practicable, including seeking early termination, and, in any event, within ten (10) Business Days after practicable on the date of terms contemplated by this Agreement in and otherwise to minimize the case effect of all filings required under the HSR Act such statute or regulation thereon. The Company and within four Parent shall respond as promptly as practicable to: (4A) 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 inquiries or other Antitrust Laws for additional information, documents, or other materials requests received by either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), or the Antitrust Division of the U.S. Department of Justice for additional information or documentation; and (the “Antitrust Division”B) any inquiries or requests received from any state attorney general, foreign antitrust or competition authority or other Governmental Authority in respect of such filings or such transactions, and (iii) cooperate with each other Body in connection with any such filing (including, to antitrust or competition matters. At the extent permitted by applicable law, providing copies request 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 FTCParent, the Antitrust Division Company shall agree to divest, sell, dispose of, hold separate or otherwise take or commit to take any other Governmental Authority under any Antitrust Laws action with respect to any such filing of the businesses, product lines or assets of the Acquired Corporations, provided that any such transaction. Newco shall be responsible for all filing fees and expenses associated with action is conditioned upon the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other 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 consummation 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 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.Merger I.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG the Company and the Company Sellers (if necessary) shall use their respective commercially reasonable efforts to (i) make or cause to be made all filings required of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act Act, the Sxxxxxx Act, as amended, the Cxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other United States federal or state or foreign statues, rules, regulations, orders, decrees, administrative or judicial doctrines or other laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization, restraint of trade, or the creation or enhancement of dominance (collectively, the “Antitrust Laws Laws”) with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, practicable and, in any event, within ten six (106) Business Days after the date of this Agreement in the case of all filings required under the HSR Act and within four one (41) weeks week 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 either each of them or any of their respective Subsidiaries subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority Body in respect of such filings or such transactions, transactions and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable lawLaw, 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 Body under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law 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 Authority 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 Authoritytransaction. No party hereto shall independently participate in any formal meeting with any Governmental Authority 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 AuthorityBody, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall will 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.

Regulatory Approvals. (a) Each As promptly as practicable after the date of Newcothis Agreement, Purchaser, REG Parent and the Company shall each prepare and file the notification required of it under the HSR Act within 10 Business Days after the date hereof in connection with the Transactions and shall promptly and in good faith respond to all information requested of it by the U.S. Federal Trade Commission, U.S. Department of Justice or any other Governmental Entity in connection with such notification and otherwise cooperate in good faith with each other and such Governmental Entities. Each Party will promptly furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any filing or submission that is necessary under the HSR Act and will use their respective commercially reasonable best efforts to (i) make cause the expiration or cause termination of the applicable waiting periods as soon as practicable. Each Party will promptly furnish to be made all filings required the other such information and assistance as the other may reasonably request in connection with its preparation of each of them any filing or any of their respective Subsidiaries or Affiliates submission that is necessary under the HSR Act or any other Antitrust Laws and will use reasonable best efforts to cause the expiration or termination of the applicable waiting periods or obtain the applicable approvals as soon as practicable. Each Party will promptly provide the other with copies of all substantive written communications (and memoranda setting forth the substance of all substantive oral communications) between each of them, any of their Affiliates and their respective agents, representatives and advisors, on the one hand, and any Governmental Entity, on the other hand, with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, and, in any event, within ten (10) Business Days after the date of this Agreement in or the case Transactions. Without limiting the foregoing, Parent and the Company shall: (i) promptly inform the other 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 communication to or other Antitrust Laws for additional information, documents, or other materials received by either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”)Commission, the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority in respect of such filings or such transactions, and Entity regarding the Transactions; (iiiii) cooperate with permit 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 Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other 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 Authority regarding any such filings or any such transaction and permit the other party to review in advance any proposed substantive written communication by such party to any such Governmental Authority. No party hereto shall independently Entity and incorporate reasonable comments thereto; (iii) give the other prompt written notice of the commencement of any Legal Proceeding with respect to such transactions; (iv) not agree to participate in any formal substantive meeting or discussion with any such Governmental Authority Entity in respect of any such filingsfiling, investigationinvestigation or inquiry concerning this Agreement or the Transactions unless, or other inquiry without giving to the extent reasonably practicable, it consults with the other parties hereto prior notice of the meeting Party in advance and, to the extent permitted by such Governmental AuthorityEntity, gives the other Party the opportunity to attend and/or participateattend; (v) keep the other reasonably informed as to the status of any such Legal Proceeding; and (vi) promptly furnish each other with copies of all correspondence, filings (except for filings made under the HSR Act) and written communications between such Party and their Affiliates and their respective agents, representatives and advisors, on one hand, and any such Governmental Entity, on the other hand, in each case, with respect to this Agreement and the Transactions. Subject Each of the Company Transaction Costs and Parent Transaction Costs shall include 50% of any filing fees required by Governmental Entities, including with respect to applicable Lawany registrations, the parties hereto shall consult declarations and cooperate with one another filings required in connection with the matters described in execution and delivery of this Section 6.4Agreement, the performance of the obligations hereunder and the consummation of the Transactions, including filing fees 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 filings under the HSR Act or other Antitrust LawsAct.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG Parent and where applicable the Company shall use their respective commercially reasonable efforts to (i) make or cause to be made all the registrations, declarations and filings required of each of them or any of their respective Subsidiaries or Affiliates such party under the HSR Act or and any other Antitrust Laws Law listed in Schedule 7.4 (“Antitrust Filings”) with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, this Agreement as promptly as practicable, including seeking early termination, and, in any event, within ten (10) Business Days reasonably practicable and advisable after the date of this Agreement (but in no event later than five (5) Business Days from the case execution of all this Agreement), and any filing fees associated therewith shall be paid by Parent and such initial filings required from Parent and the Company shall request early termination of any applicable waiting period under the HSR Act and within four (4) weeks in the case of all other filings required by other Antitrust LawsAct, (ii) comply at the earliest practicable date with agree not to extend any request waiting period under the HSR Act or enter into any agreement with any Governmental Body not to consummate the transaction contemplated by this Agreement, except with the prior written consent of the other Antitrust Laws party not to be unreasonably withheld, conditioned or delayed, (iii) subject to applicable Law, furnish to the other party as promptly as reasonably practicable all information required for additional information, documents, any application or other materials filing to be made by the other party pursuant to any applicable Law in connection with the transactions contemplated by this Agreement, (iv) respond as promptly as reasonably practicable to any inquiries received by either of them from, and supply as promptly as reasonably practicable any additional information or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”)documentation that may be requested by, the Antitrust Division of the U.S. Department of Justice (the “DOJ”), the Federal Trade Commission (“FTC”), or by any other Governmental Body in respect of such Antitrust Division”Filings, this Agreement, or the transactions contemplated hereby, (v) promptly notify the other party of any material communication between that party and the FTC, the DOJ, or any other Governmental Authority Body in respect of such filings any Antitrust Filings or such transactionsinvestigation, inquiry or other Proceeding relating to this Agreement, the transactions contemplated hereby and (iii) cooperate with each other of any material communication received or given in connection with any such filing Proceeding by a private party relating to the transactions contemplated hereby, (includingvi) subject to applicable Law, discuss with and permit the other party (and its counsel) to review in advance, and consider in good faith the other party’s reasonable comments in connection with, any Antitrust Filing or communication to the FTC, the DOJ, or any other Governmental Body or, in connection with any Proceeding by a private party to any other Person, relating to any Antitrust Filing or investigation, inquiry or other Proceeding relating to this Agreement, or the transactions contemplated hereby, (vii) not participate or agree to participate in any substantive meeting, telephone call or discussion with the FTC, the DOJ, or any other Governmental Body in respect of any Antitrust Filing, investigation or inquiry relating to this Agreement, or the transactions contemplated hereby unless it consults with the other party in advance and, to the extent permitted by such Governmental Body, gives the other party the opportunity to attend and participate in such meeting, telephone call or discussion, (viii) subject to applicable lawLaw, providing furnish the other party promptly with copies of all such documents correspondence, filings and communications between them and their Affiliates on the one hand, and the FTC, the DOJ, or any other Governmental Body or members of their respective staffs on the other hand, with respect to any Antitrust Filing, investigation, inquiry, or Proceeding relating to this Agreement, or the non-filing parties prior to filing transactions contemplated hereby and considering all reasonable additions, deletions or changes suggested (ix) act in good faith and reasonably cooperate with the other party in connection therewith) with any Antitrust Filings and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division such agency or other Governmental Authority Body under the HSR Act or any other Antitrust Laws Law with respect to any such filing Antitrust Filing, this Agreement or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other 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 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 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 Lawshereby.

Regulatory Approvals. (a) Each of NewcoParent, Purchaser, REG Purchaser and the Company shall use their respective commercially reasonable efforts to Sellers will (i) make or 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 Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, practicable and, in any event, within ten (10) 10 Business Days after the date entry of this Agreement the Bidding Procedure Order 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, documents or other materials received by either each of them or any of their respective Subsidiaries or Affiliates subsidiaries from the U.S. Federal Trade Commission (the “FTC”), the Antitrust Division of the U.S. United States Department of Justice (the “Antitrust Division”) or any other Governmental Authority Body in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable lawLaw, 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 Body under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall will use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law Law in connection with the transactions contemplated by this Agreement. Each such party shall will promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Authority 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 Authoritytransaction. No party hereto shall will independently participate in any formal meeting with any Governmental Authority 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 AuthorityBody, the opportunity to attend and/or participate. Subject to applicable Lawlaw, the parties hereto shall will 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. Sellers and Purchaser may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 8.4 as “outside counsel only.” Such materials and the information contained therein will be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient, unless express written permission is obtained in advance from the source of the materials (Sellers or Purchaser, as the case may be).

Regulatory Approvals. (a) Each of Newco, Purchaser, REG Azoff Management and the Company MSG Parties shall use their respective commercially reasonable efforts to (ia) make or 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 Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, practicable and, in any event, within ten (10) Business Days 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 LawsAct, (iib) 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 either each of them or any of their respective Subsidiaries subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Government Antitrust Authority in respect of such filings or such transactions, and (iiic) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable lawLaw, providing copies of drafts of all such documents prepared filings 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 Government Antitrust Division or other Governmental Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use its commercially reasonable efforts to furnish to each other all information requested by the other party that is reasonably required for any application or other filing to be made pursuant to any applicable law 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 Government 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 Authoritytransaction. No party hereto shall independently participate in any formal meeting with any Governmental Government 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 Government Authority, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall will 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 or its Affiliates relating to proceedings under the HSR Act Act, other Antitrust Laws or other Antitrust Lawsapplicable Law. Any party may, if it reasonably deems it advisable and necessary, designate any competitively sensitive material provided to the other parties under this Section 8.4 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG Purchaser and the Company Sellers shall use their respective commercially reasonable efforts to (i) make or cause to be made all filings required of each of them or any of their respective Subsidiaries subsidiaries or Affiliates under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, and, in any event, within ten (10) Business Days practicable after the date of this Agreement (and in any event within five (5) Business Days of 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 Lawsdate hereof), (ii) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, documents or other materials received by either 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 Body in respect of such filings or such transactions, 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 Authority Body under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use its commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law 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 Authority 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 Authoritytransaction. No party hereto shall independently participate in any formal meeting with any Governmental Authority 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 AuthorityBody, 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.

Regulatory Approvals. (a) Each of NewcoBuyer, Purchaser, REG Merger Sub and the Company shall, and shall use cause their respective commercially Affiliates to, use its reasonable best efforts to (i) make take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate in doing, all things necessary, proper or advisable under Applicable Law to consummate and make effective the transactions contemplated by this Agreement as promptly as reasonably practicable, including (i) making or causing to be made all the registrations, declarations and filings required of each of them or any of their respective Subsidiaries or Affiliates such party under the HSR Act or other (collectively, “Antitrust Laws Filings”) with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, this Agreement as promptly as practicablereasonably practicable and advisable after the date of this Agreement (in the case of the Notification and Report Form under the HSR Act, including seeking early termination, and, in any event, within no later than ten (10) Business Days after the date execution of this Agreement in Agreement), and any filing fees associated therewith shall be paid by Buyer and such initial filings from Buyer, Merger Sub and the case Company shall request early termination of all filings required any applicable waiting period under the HSR Act and within four (4) weeks in the case of all any other filings required by other applicable Antitrust LawsLaw, (ii) comply at the earliest practicable date with not withdrawing or refiling any request filing or extending any waiting period under the HSR Act or any other applicable Antitrust Laws for additional informationLaw or entering into any agreement with any Governmental Authority not to consummate the transactions contemplated by this Agreement, documentsexcept with the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned or other materials received by either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”delayed), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filing (includingsubject to Applicable Law, furnishing 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. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other as promptly as reasonably practicable all information required for any application or other filing to be made by the other party pursuant to any applicable law Applicable Law in connection with the transactions contemplated by this Agreement. Each such party shall , (iv) responding as promptly inform the other parties hereto of as reasonably practicable to any oral communication withinquiries received from, and provide copies supplying as promptly as reasonably practicable any additional information or documentation that may be requested by, the Antitrust Division of written communications withthe DOJ, the FTC or any other Governmental Authority regarding any in respect of such filings Antitrust Filings, this Agreement or any such transaction and permit the transactions contemplated hereby, (v) subject to Applicable Law, promptly notifying the other party to review in advance of any proposed material communication by between such party to and the FTC, the DOJ or any Governmental Authority. No party hereto shall independently participate in any formal meeting with any other Governmental Authority in respect of any such filingsAntitrust Filings or any inquiry or Proceeding relating to this Agreement or the transactions contemplated hereby and of any material communication received or given in connection with any Proceeding by a private party relating to the transactions contemplated hereby, investigation(vi) subject to Applicable Law, discussing with and permitting the other party (and its counsel) to review in advance, and considering in good faith the other party's reasonable comments in connection with, any Antitrust Filing or communication to the FTC, the DOJ or any other Governmental Authority or, in connection with any Proceeding by a private party to any other Person, relating to any Antitrust Filing or inquiry or Proceeding relating to this Agreement, or the transactions contemplated hereby, (vii) not participating or agreeing to participate in any substantive meeting, telephone call or discussion with the FTC, the DOJ or any other Governmental Authority in respect of any Antitrust Filing, investigation or inquiry without giving relating to this Agreement or the transactions contemplated hereby unless it consults with the other parties hereto prior notice of the meeting party in advance and, to the extent permitted not prohibited by such Governmental Authority, gives the other party the opportunity to attend and/or participate. Subject and participate in such meeting, telephone call or discussion, (viii) subject to applicable Applicable Law, furnishing the parties hereto shall consult other party promptly with copies of all correspondence, filings and cooperate communications between such party and its Affiliates, on the one hand, and the FTC, the DOJ or any other Governmental Authority or members of their respective staffs, on the other hand, with one another respect to any Antitrust Filing, inquiry or Proceeding relating to this Agreement or the transactions contemplated hereby, and (ix) acting in connection good faith and reasonably cooperating with the matters described in this Section 6.4, including other party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions Antitrust Filings and proposals made in connection with resolving any investigation or submitted by or on behalf inquiry of any party hereto relating to proceedings such agency or other Governmental Authority under the HSR Act or any other Antitrust Law with respect to any such Antitrust Filing, this Agreement or the transactions contemplated hereby. Notwithstanding the foregoing, the Buyer or the Company may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other party under this Section 5.04 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside counsel of the recipient party, and the recipient party shall cause such outside counsel not to disclose such materials or information to any employees, officers, directors or other representatives of the recipient party, unless express written permission is obtained in advance from the disclosing party. Buyer shall be responsible for paying all filing fees under the HSR Act and any other Applicable Laws relating to antitrust or competition with respect to the transactions contemplated by this Agreement. 50% of all reasonable and documented, out-of-pocket fees and expenses incurred by the Company, the Sellers or any of their respective Affiliates in connection with securing clearance under the HSR Act (including, but not limited to, all fees and expenses of any litigation related thereto), to the extent such fees and expenses were incurred by the Company, the Seller or their respective Affiliates on or after the date the parties receive a request for additional information and documentary material (i.e., a “second request”) from the Federal Trade Commission or U.S. Department of Justice in connection with the transactions contemplated hereby shall be borne by Xxxxx and reimbursed to the Company, the Sellers or their respective Affiliates, as applicable, on a monthly basis, as incurred as promptly as practicable and in any event within 30 calendar days of being invoiced therefor; provided that Buyer’s liability under this sentence shall in no event exceed $10 million in the aggregate (i.e., 50% of $20 million in aggregate fees and expenses incurred by the Company, the Sellers or any of their respective Affiliates). Notwithstanding anything to the contrary in this Section 5.04, Buyer shall be entitled to (i) determine such strategy and timing for obtaining any clearances required under applicable Antitrust Laws, in each instance, after consulting with and considering in good faith comments and advice of the Company (and its counsel) and (ii) take the lead in all meetings and communications with any Governmental Authority in connection with obtaining such clearances required under applicable Antitrust Laws.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG The Company and the Company shall use their respective commercially reasonable efforts to Parent shall: (i) make or cause promptly after the date of this Agreement, prepare and file the notification and report forms required to be made all filings required of each of them or any of their respective Subsidiaries or Affiliates filed under the HSR Act and any notification or other Antitrust Laws document required to be filed or submitted under any applicable foreign antitrust or competition-related Legal Requirement in connection with respect to the transactions contemplated hereby Merger and by the Common Plan Agreements, as appropriate, other Contemplated Transactions; (ii) respond as promptly as practicablepracticable to (A) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (B) any inquiries or requests received from any state attorney general, including seeking early termination, and, foreign antitrust or competition authority or other Governmental Body in any event, within ten connection with antitrust or related matters; (10iii) promptly (and not later than 20 Business Days after the date of this Agreement Agreement, unless otherwise agreed by the parties) make a draft filing in connection with obtaining CFIUS Approval in accordance with the case DPA; (iv) make a final filing in connection with obtaining CFIUS Approval in accordance with the DPA promptly after receipt of all filings required under confirmation that CFIUS has no further comments with respect to the HSR Act draft filing; and within four (4v) weeks in the case of all other filings required by other Antitrust Laws, (ii) comply at the earliest respond as promptly as practicable date with to any information request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by either of them from CFIUS or any of their respective Subsidiaries other agency or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division branch of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority in respect of such filings or 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 Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law government in connection with the transactions contemplated by CFIUS review or investigation of the Merger. Parent and the Company acknowledge and agree that, for purposes of this Agreement, the submission of a notification to MOFCOM with respect to the Merger under the PRC Anti-Monopoly Law will be deemed to be required pursuant to this Section 5.4(a). Each such party shall promptly inform the other parties hereto of any oral communication with, The Company and provide copies of written communications with, any Governmental Authority regarding any such filings Parent agree that if CFIUS suggests 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, investigationrequests that, or other inquiry without giving the other parties hereto prior notice of the meeting and, Company or Parent determines it to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Lawbe appropriate that, the parties hereto shall consult withdraw and cooperate with one another in connection with resubmit the matters described in filing submitted to CFIUS pursuant to this Section 6.45.4(a), including the Company and Parent shall cooperate in connection with withdrawing and resubmitting the CFIUS filing; provided, however, that neither the Company nor Parent shall be under any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made obligation to resubmit such filing if the Company or submitted by or on behalf of any party hereto relating to proceedings under Parent reasonably determines that CFIUS Approval could not be obtained before the HSR Act or other Antitrust LawsOutside Date (as it may be extended).

Regulatory Approvals. (a) Each Sellers will, and will cause its appropriate Affiliates to, and Buyer will, use, in each case, its best efforts to obtain any authorizations, consents, orders and approvals of Newcoany Governmental Authority necessary for the performance of its respective obligations pursuant to this Agreement and any of the other transaction documents, Purchaser, REG and the Company shall use their respective commercially reasonable efforts to (i) make or cause to be made all filings required consummation 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 and by thereby, and will cooperate fully with each other in all reasonable respects in promptly seeking to obtain such authorizations, consents, orders and approvals. Neither Sellers nor Buyer will take any action that will have the Common Plan Agreementseffect of delaying, as appropriateimpairing or impeding the receipt of any required regulatory approvals. Without limiting the generality of the foregoing, as Sellers and Buyer will promptly as practicablefile or cause to be filed with the FTC and the DOJ, including seeking early termination, and, in any event, within ten (10) Business Days after Notification and Report Forms and documentary materials that substantially comply with the date provisions of this Agreement in the case of all filings required under the HSR H-S-R Act and within four the rules thereunder. Buyer shall pay all fees associated with the filing of any such Notification and Report Forms or related materials and information (4) weeks in other than the case fees and expenses of all other filings required by other Antitrust LawsBuyer's legal, (ii) comply at the earliest practicable date with any request under the HSR Act financial or other Antitrust Laws for additional information, documents, or other materials received by either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority professionals engaged to provide services in respect of such filings or such transactions, filing). Buyer and (iii) cooperate with each other in connection with Sellers will promptly file any such filing (including, to the extent permitted by applicable law, providing copies additional information requested as soon as practicable after receipt of all such documents to the non-filing parties prior to filing a request for additional information. Buyer 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. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall Sellers will use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any obtain early termination of the applicable law in connection with waiting period under the transactions contemplated by this AgreementH-S-R Act. Each such party shall promptly inform the other The 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 will coordinate and cooperate with one another in connection with the matters described in this Section 6.4, including exchanging such information and providing such reasonable assistance as may be requested in connection with such filing. Sellers will supply Buyer with copies of all correspondence, filings or communications (or memoranda setting forth the substance thereof) between Sellers or its representatives, on the one hand, and the FTC, the DOJ or any analysesother Governmental Authority or members of their respective staffs, appearanceson the other hand, presentations, memoranda, briefs, arguments, opinions and proposals made with respect to this Agreement or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust Lawstransactions contemplated hereby.

Regulatory Approvals. (a) Each Subject to the terms hereof, including Section 5.1(b), the parties hereto shall, and shall cause each of Newcotheir respective subsidiaries to, Purchaser, REG cooperate and the Company shall to use their respective commercially reasonable efforts to (i) to make or cause any appropriate filings pursuant to be made all filings required the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of each of them or any of their respective Subsidiaries or Affiliates under the 1976, as amended (“HSR Act or other Antitrust Laws Act”) with respect to the transactions contemplated hereby by this Agreement promptly (and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, and, in any event, event within ten five (105) Business Days after business days following the date of this Agreement in the case of all filings required Agreement), to cause any waiting period under the HSR Act (and within four (4any extension thereof) 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 to expire or other Antitrust Laws for additional information, documents, or other materials received by either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“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 such transactionsbe terminated, 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 Authority under any Antitrust Laws with respect respond as promptly as reasonably practicable to any such filing or requests from any such transaction. Newco shall be responsible Governmental Entities for all filing fees and expenses associated with the required filings under information pursuant to the HSR Act and all responses (ii) to any request by the FTCobtain, the Antitrust Division file with or deliver to, as applicable, any other consents or approvals of any Governmental Authority. Each such party shall use commercially reasonable efforts Entities necessary, proper or advisable to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law in connection with consummate the transactions contemplated by this Agreement, to cause any other waiting or review periods required for the consummations contemplated by this Agreement to expire or be terminated, and to respond as promptly as reasonably practicable to any requests from any such Governmental Entities for information required in connection with any of the foregoing. Each party hereto shall (A) give the other party prompt notice of any material request, inquiry, objection, charge or other Action (as defined below), actual or threatened, by or before any Governmental Entity with respect to the transactions contemplated by this Agreement, (B) keep the other party informed as to the status of any such party shall material request, inquiry, objection, charge or other action, suit, proceeding, claim, arbitration or investigation (collectively, “Action”), (C) promptly inform the other parties hereto party of any oral material communication with, and provide copies of written communications with, to or from any Governmental Authority Entity regarding any such filings or any such transaction the transactions contemplated by this Agreement and (D) permit the other party to review in advance advance, and consider in good faith any comments made by the other party in relation to, any proposed substantive communication by such party to any Governmental AuthorityEntity relating to such matters. No party The parties hereto shall independently participate in any formal meeting with any Governmental Authority in respect of will (x) use their commercially reasonable efforts to resolve any such filingsrequest, investigationinquiry, objection, charge or other inquiry without giving the other parties hereto prior notice action so as to permit consummation of the meeting andtransactions contemplated by this Agreement, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall and (y) consult and cooperate with one another another, and consider in good faith the views of one another, in connection with with, and provide to the matters described other party in this Section 6.4advance, 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 in connection with the transactions contemplated by this Agreement. Such cooperation shall include consulting with each other in advance of any meeting or substantive communication with any Governmental Entity and, to proceedings under the HSR Act extent permitted by law or such applicable Governmental Entity, providing each other Antitrust Lawsthe opportunity to participate in such meetings and other substantive conversations.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG Parent and the Company shall use their respective commercially its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate in doing, all things necessary, proper or advisable under applicable Law to consummate and make effective the transactions contemplated by this Agreement as promptly as reasonably practicably and in any event prior to the End Date, including to (i) make or cause obtain any regulatory approvals needed pursuant to be made all filings required of each of them or any of their respective Subsidiaries or Affiliates under applicable Antitrust Laws, including the HSR Act or other (collectively, the “Antitrust Laws Filings”), with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, this Agreement as promptly as practicable, including seeking early termination, and, in any event, within ten (10) Business Days reasonably practicable and advisable after the date of this Agreement (but in no event file the case of all filings required Notification and Report Form under the HSR Act later than five (5) Business Days after the execution of this Agreement), and within four (4) weeks in any filing fees associated therewith shall be paid by Parent and such initial filings from Parent and the case Company shall request early termination of all other filings required by other Antitrust Lawsany applicable waiting period under the HSR Act, (ii) comply at subject to applicable Law, furnish to the earliest other party as promptly as reasonably practicable date with all information required for any request under the HSR Act application or other Antitrust Laws filing to be made by the other party pursuant to any applicable Law in connection with the transactions contemplated by this Agreement, (iii) respond as promptly as reasonably practicable to any formal or informal additional requests for additional information, documentsincluding requests for production of documents and production of witnesses for interviews or depositions received from, and supply as promptly as reasonably practicable any additional information or other materials received by either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”)documentation that may be requested by, the Antitrust Division of the U.S. Department of Justice (the “Antitrust DivisionDOJ”), the Federal Trade Commission (“FTC”) or any other Governmental Authority Body in respect of such filings Antitrust Filings, this Agreement or such transactionsthe transactions contemplated hereby, (iv) promptly notify the other party of any material communication between that party and (iii) cooperate with each the FTC, the DOJ or any other Governmental Body in respect of any Antitrust Filings or any inquiry or Proceeding relating to this Agreement or the transactions contemplated hereby and of any material communication received or given in connection with any such filing Proceeding by a private party relating to the transactions contemplated hereby, (includingv) as permitted by applicable Law and by the applicable Government Body, discuss with and permit the other party (and its counsel) to review in advance, and consider in good faith the other party’s reasonable comments in connection with, any Antitrust Filing or communication to the FTC, the DOJ or any other Governmental Body or, in connection with any Proceeding by a private party to any other Person, relating to any Antitrust Filing or inquiry or Proceeding relating to this Agreement, or the transactions contemplated hereby, (vi) not participate or agree to participate in any material meeting, telephone call or discussion with the FTC, the DOJ or any other Governmental Body in respect of any Antitrust Filing, investigation or inquiry relating to this Agreement or the transactions contemplated hereby unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Body, gives the other party the opportunity to attend and participate in such meeting, telephone call or discussion, (vii) as permitted by applicable lawLaw and by the applicable Governmental Body, providing furnish the other party promptly with copies of all such documents material correspondence, filings and communications between them and their Affiliates on the one hand, and the FTC, the DOJ or any other Governmental Body or members of their respective staffs on the other hand, with respect to any Antitrust Filing, inquiry or Proceeding relating to the non-filing parties prior to filing effect of an Antitrust Law on this Agreement or the transactions contemplated hereby, (viii) if any Governmental Body initiates oral communication regarding Antitrust Laws, promptly notify the other party of the substance of such communication and considering all reasonable additions, deletions or changes suggested (ix) act in good faith and reasonably cooperate with the other party in connection therewith) with any Antitrust Filings and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division such agency or other Governmental Authority Body under the HSR Act or any other Antitrust Laws Law with respect to any such filing Antitrust Filing, this Agreement or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other 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 Agreementhereby. Each such party shall promptly inform The parties may, as they deem advisable and necessary, designate any competitively sensitive materials provided to the other parties hereto under this Section 7.4 as “outside counsel only.” Such materials and the information contained therein shall be given only to outside counsel and previously-agreed outside economic consultants of any oral communication with, the recipient 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 will not be disclosed by such party outside counsel or outside economic consultants to any Governmental Authority. No party hereto shall independently participate in any formal meeting with any Governmental Authority in respect of any such filingsemployees, investigationofficers, or other inquiry without giving the other parties hereto prior notice directors of the meeting and, to recipient without advance written consent of the extent permitted by party providing 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 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 Lawsmaterials.

Regulatory Approvals. Each party hereto shall cooperate and prepare and file as soon as practicable, but in any event within fifteen (a15) Each days of Newcothe date of this Agreement, Purchaserall necessary documentation to effect all necessary applications, REG notices, petitions, filings and other documents, and obtain all permits, licenses, and other governmental authorizations, consents and approvals necessary or advisable to obtain the Company shall Required Regulatory Approvals. The parties further agree to use their respective commercially reasonable best efforts to (i) to take any action, make any undertaking or cause receive any clearance or approval required by any Governmental Authority or applicable Law, including those specified in Sections 9.3(a) and 9.3(b) and (ii) to be made satisfy any conditions imposed by any Governmental Authority in all filings required final and nonappealable Governmental Orders. Each of the parties shall respond as promptly as practicable to any inquiries or requests received from any Governmental Authority for additional information or documentation. Each of the parties shall use reasonable best efforts to avoid or eliminate each and every impediment under any antitrust, competition, or trade or telecom regulation Law (including the Communications Act of them or any of their respective Subsidiaries or Affiliates under 1934, the HSR Act or other Antitrust Laws Act, if applicable, and the Exon-Xxxxxx Amendment) that may be asserted by any Governmental Authority with respect to the transactions contemplated hereby by this Agreement so as to enable the Closing Date to occur as soon as reasonably possible. The steps involved in the preceding sentence shall include proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the Common Plan Agreementssale, divestiture or disposition of such assets or businesses of Parent or its Affiliates (including their respective Subsidiaries) or agreeing to such limitations on its or their conduct or actions as appropriate, as promptly as practicable, including seeking early termination, may be required in order to obtain the Required Regulatory Approvals and, in any eventif applicable, within ten (10) Business Days after the date of this Agreement in the case of all filings required approvals under the HSR Act and within four (4) weeks in as soon as reasonably possible, to avoid the case of all other filings required by other Antitrust Lawsentry of, (ii) comply at or to effect the earliest practicable date with dissolution of, any request under the HSR Act injunction, temporary restraining order or other Antitrust Laws for additional informationorder in any suit or proceeding, documents, which would otherwise have the effect of preventing or other materials received by either of them or any of their respective Subsidiaries or Affiliates from delaying the U.S. Federal Trade Commission (“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 such transactionsClosing Date, and (iii) cooperate with each other in connection with any such filing (includingdefending through litigation on the merits, 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. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other 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 withincluding appeals, 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 claim asserted in any formal meeting with court by 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 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 Lawsparty.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG Acquiror and the Company shall use their respective commercially reasonable efforts to (i) make or cause to be made all filings required of each of them or any of and their respective Subsidiaries or Affiliates under the HSR Act or other Antitrust Laws with respect will cooperate and use all reasonable best efforts to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicablepossible, including seeking early termination, and, but in any event, within ten no event more than thirty (1030) Business Days days after the date of this Agreement Agreement, prepare and file the appropriate regulatory applications to effect and obtain all Requisite Regulatory Approvals, and the parties will comply with the terms of such Requisite Regulatory Approvals. Each of Acquiror and the Company will have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable Legal Requirements relating to the exchange of information, with respect to all public, non-confidential substantive written information submitted to any Regulatory Authority in connection with the Requisite Regulatory Approvals. In exercising the foregoing right, each of the parties will act reasonably and as promptly as practicable. Each party agrees that it will consult with the other party with respect to obtaining all permits, consents, approvals and authorizations of all filings required under Regulatory Authorities necessary or advisable to consummate the HSR Act Contemplated Transactions, and within four (4) weeks in each party will keep 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 either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division party apprised of the U.S. Department status of Justice (material matters relating to completion of the “Antitrust Division”) Contemplated Transactions. Acquiror and the Company will, upon request, furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or any other Governmental Authority in respect of such filings or such transactions, and (iii) cooperate with each other advisable in connection with any such filing (includingfiling, 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 notice 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. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other 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 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 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 such other party or any party hereto relating of its Subsidiaries with or to proceedings under any Regulatory Authority in connection with the HSR Act Contemplated Transactions. Notwithstanding anything to the contrary, including the covenants set forth in Sections 7.1 and 7.3, nothing in this Agreement shall require Acquiror to grant any consent, make any undertaking, agree to any concession, make any payment, take (or other Antitrust Lawsrefrain from taking) any action, or commit to do any of the foregoing, to obtain any Requisite Regulatory Approval, or to enable, facilitate or permit the Company to obtain any Requisite Regulatory Approval, if such consent, undertaking, concession or action is materially adverse to Acquiror.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG Acquiror and the Company shall use their respective commercially reasonable efforts to (i) make or cause to be made all filings required of each of them or any of and their respective Subsidiaries or Affiliates under will cooperate and use all reasonable best efforts to as promptly as possible prepare, but in no event later than thirty (30) days following the HSR Act or other Antitrust Laws date hereof, file, effect and obtain all Requisite Regulatory Approvals, and the parties will comply with the terms of such Requisite Regulatory Approvals. Each of Acquiror and the Company will have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable Legal Requirements relating to the exchange of information, with respect to all substantive written information submitted to any Regulatory Authority in connection with the transactions contemplated hereby Requisite Regulatory Approvals. In exercising the foregoing right, each of the parties will act reasonably and by the Common Plan Agreements, as appropriate, as promptly as practicable. Each party agrees that it will consult with the other party with respect to obtaining all permits, including seeking early terminationconsents, and, in any event, within ten (10) Business Days after the date of this Agreement in the case approvals and authorizations of all filings required under Regulatory Authorities necessary or advisable to consummate the HSR Act Contemplated Transactions, and within four (4) weeks in each party will keep 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 either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division party apprised of the U.S. Department status of Justice (material matters relating to completion of the “Antitrust Division”) Contemplated Transactions. Acquiror and the Company will, upon request, furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or any other Governmental Authority in respect of such filings or such transactions, and (iii) cooperate with each other advisable in connection with any filing, notice or application made by or on behalf of such filing other party or any of its Subsidiaries with or to any Regulatory Authority in connection with the Contemplated Transactions. Notwithstanding the foregoing or anything else in this Agreement, nothing shall require Acquiror to, and the Company and its Subsidiaries shall not, without the prior written consent of Acquiror, agree to, take any action or commit to take any action in connection with, or agree to any condition on, or request with respect to, any Requisite Regulatory Approval that would (a) materially and adversely affect the business, operations or financial condition of Acquiror (measured on a scale relative to Acquiror and its Subsidiaries, taken as a whole after giving effect to the Contemplated Transactions), (b) require Acquiror or any of its Subsidiaries to make any material covenants or commitments with a Regulatory Authority or other third party, or complete any divestitures, whether prior to or subsequent to the Closing, (c) result in a Material Adverse Effect on Acquiror and its Subsidiaries, taken as a whole after giving effect to the Contemplated Transactions or (d) restrict in any material respect or impose a material burden on Acquiror or any of its Subsidiaries (including, to after 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 FTCEffective Time, the Antitrust Division or other Governmental Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees Company and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law its Subsidiaries) in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform hereby or with respect to the other parties hereto business or operation of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filings Acquiror or any such transaction of its Subsidiaries (including, after the Effective Time, the Company and permit the other party its Subsidiaries) (for purposes of clause (d), materiality shall be measured on a scale relative 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 filingsAcquiror and its Subsidiaries, investigation, or other inquiry without taken as a whole after giving the other parties hereto prior notice of the meeting and, effect 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 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 LawsContemplated Transactions) (a “Burdensome Condition””).

Regulatory Approvals. (a) Each of Newco, Purchaser, REG Purchaser and the Company Sellers shall use their respective commercially reasonable efforts to (i) make or 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 Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, practicable and, in any event, within ten five (105) Business Days after approval of the date of this Agreement Bidding Procedures by the Bankruptcy Court in the case of all filings required under the HSR Act and within four ten (410) weeks Business Days 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 either 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. United States Department of Justice (the “"Antitrust Division”") or any other Governmental Authority Body in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable lawApplicable Law, and at Purchaser's cost 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 Body under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other 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 Authority 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 Authoritytransaction. No party hereto shall independently participate in any formal meeting with any Governmental Authority 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 AuthorityBody, the opportunity to attend and/or participate. Subject to applicable Lawlaw, the parties hereto shall will 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. Sellers and Purchaser may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 8.7 as "outside counsel only." Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials (Sellers or Purchaser, as the case may be). Notwithstanding anything to the contrary provided herein, none of Sellers, Purchaser nor any of their respective Affiliates shall be required (i) to hold separate (including by trust or otherwise) or divest any of its businesses, product lines or assets, or any of the Purchased Assets, (ii) to agree to any limitation on the operation or conduct of the Business, or (iii) to waive any of the conditions to this Agreement set forth in Section 10.1.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG and the Company shall use their respective commercially reasonable efforts to Except for (i) make or cause to be made all filings required the filing of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act or other Antitrust Laws with respect applications and notices, as applicable, as to the transactions contemplated hereby Merger and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, and, in any event, within ten (10) Business Days after Bank Merger with the date FRB and the OTS and approval of this Agreement in the case of all filings required under the HSR Act such applications and within four (4) weeks in the case of all other filings required by other Antitrust Lawsnotices, (ii) comply at the earliest practicable date filing of any required applications or notices with the FDIC and the OTS as to any request under the HSR Act subsidiary activities of MS Bank which becomes a service corporation or other Antitrust Laws for additional information, documents, or other materials received by either operating subsidiary of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority in respect Xxxxxxx Bank and approval of such filings or such transactionsapplications and notices, and (iii) cooperate the State Banking Approvals, (iv) the filing with each other in connection with any such filing (including, the Connecticut Commissioner of an acquisition statement pursuant to Section 36a-184 of the Connecticut Banking Law prior to the extent permitted by applicable law, providing copies acquisition of all such documents more than 10% of the MECH Common Stock pursuant to the non-Option Agreement, if not exempt, (v) the 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. Newco shall be responsible for all filing fees and expenses associated with the required filings under SEC of a registration statement on Form S-4 to register the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing shares of Xxxxxxx Common Stock to be made pursuant to any applicable law issued in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform Merger (including the other parties hereto shares of any oral communication withXxxxxxx Common Stock that may be issued upon the exercise of the options referred to in Section 1.5 hereof), which will include the Proxy Statement/Prospectus, (vi) the filing of the Certificate of Merger with the Secretary of State of Connecticut pursuant to the Connecticut Corporation Law, (vii) the filing of the Certificate of Merger with the Secretary of State of Delaware pursuant to the DGCL, (viii) the filing of the Bank Merger Agreement with the OTS and the Secretary of State of Connecticut, and provide copies (ix) the filings of written communications withthe required applications and notices to the NASD, any Governmental Authority Inc. regarding any the change of control of MIS, (x) such filings and approvals as are required to be made or any obtained under the securities or "Blue Sky" laws of various states or with Nasdaq (or 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 exchange as may be applicable) in connection with the matters described in issuance of the shares of Xxxxxxx Common Stock pursuant to this Section 6.4Agreement, including or (xi) any necessary filing, authorization, approvals or consents of third parties, no consents or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary in connection with any analyses(1) the execution and delivery by Xxxxxxx of this Agreement and the Option Agreement, appearances(2) the consummation by Xxxxxxx of the Merger and the other transactions contemplated hereby, presentations(3) the execution and delivery by Xxxxxxx Bank of the Bank Merger Agreement, memorandaand (4) the consummation by Xxxxxxx Bank of the transactions contemplated by the Bank Merger Agreement except for such consents, briefs, arguments, opinions and proposals made approvals or submitted by or filings the failure of which to obtain will not have a material adverse effect on behalf the ability of any party hereto relating MECH to proceedings under consummate the HSR Act or other Antitrust Lawstransactions contemplated thereby.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG and the Company shall use their respective commercially reasonable efforts to Purchaser shall: (i) make as promptly as practicable but in no event later than the tenth (10th) day following the date hereof, take all actions necessary to file or cause to be made all filed the filings required of each of them it or any of their respective Subsidiaries or its Affiliates under any applicable Antitrust Laws in connection with this Agreement and the transactions contemplated hereby; (ii) use reasonable best efforts to take all actions necessary to obtain the required antitrust clearance under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriateAct, as promptly as practicable, including seeking early termination, and, and in any event, within ten event prior to the End Date; (10iii) 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 use reasonable best efforts to at the earliest practicable date comply with (or properly reduce the scope of) any formal or informal request under the HSR Act or other Antitrust Laws for additional information, documents, information or other materials documentary material received by either of them it or any of their respective Subsidiaries or its Affiliates from the U.S. Federal Trade Commission any applicable Antitrust Authority; and (“FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”iv) or any other Governmental Authority in respect of such filings or such transactionsconsult and reasonably cooperate with Seller, and (iii) cooperate with each other consider in connection with any such filing (includinggood faith the views of Seller, 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. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other 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 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 Section 6.4, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and opinions, proposals or other written communications made or submitted by or on behalf of any party hereto Party in connection with proceedings under or relating to any applicable Antitrust Laws. Seller shall (x) as promptly as practicable but in no event later than the tenth (10th) day following the date hereof, take all actions necessary to file or cause to be filed the filings required of it or any of its Affiliates under any applicable Antitrust Laws in connection with this Agreement and the transactions contemplated hereby; and (y) consult and reasonably cooperate with Purchaser, and consider in good faith the views of Purchaser, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, proposals or other written communications made or submitted by or on behalf of any Party in connection with proceedings under the HSR Act or other relating to any applicable Antitrust Laws. Each of the Parties will promptly notify the other Party of any written communication made to or received by such Party from any applicable Antitrust Authority regarding any of the transactions contemplated hereby. Neither Party will participate in any substantive meeting or discussion with any such applicable Antitrust Authority in respect of any filing, investigation or inquiry concerning this Agreement or the transactions contemplated hereby unless it consults with the other Party in advance and, to the extent permitted by such applicable Antitrust Authority, gives the other Party the opportunity to attend, and each Party will furnish the other Party with copies of all correspondence, filings and written communications between them and their Affiliates and their respective Representatives on one hand and any such applicable Antitrust Authority or its respective staff on the other hand, with respect to this Agreement and the transactions contemplated hereby.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG Buyer and the Company Sellers shall use their respective commercially reasonable efforts to (ia) make or cause to be made all filings required of each of them or any of their respective Subsidiaries subsidiaries or Affiliates under the HSR Act or other Antitrust Laws (as hereinafter defined) with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, herein as promptly as practicable, including seeking early termination, practicable and, in any event, within ten five (105) Business Days business days after the date of this Agreement in the case of all filings required under the HSR Act and within four two (42) weeks in the case of all other filings required by other Antitrust Laws, (iib) 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 either each of them or any of their respective Subsidiaries subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority Entity in respect of such filings or such transactionsthe transactions contemplated herein, and (iiic) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable lawLaw, 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 Entity under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authoritytransaction contemplated herein. Each such party shall use its commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law Law in connection with the transactions contemplated by this Agreementherein. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, with any Governmental Authority 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 Authorityfilings. No party hereto shall independently participate in any formal meeting with any Governmental Authority Entity 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 AuthorityEntity, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall will 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. Any party may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other parties under this Section 4.3 or otherwise as “outside counsel only”. Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. Notwithstanding anything in this Agreement to the contrary, the parties understand and agree that the commercially reasonable efforts of any party hereto shall not be deemed to include (i) entering into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Entity in connection with the transactions contemplated hereby or (ii) divesting or otherwise holding separate (including by establishing a trust or otherwise), or taking any other action (or otherwise agreeing to do any of the foregoing) with respect to the Business, the Assets or the Additional Assets. All filing fees incurred pursuant to this Section 4.3 shall be borne by Buyer.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG SBBX and PFS will cooperate with the Company shall other and use their respective commercially reasonable best efforts to promptly prepare all necessary documentation, to effect all necessary filings and to obtain all necessary permits, consents, waivers, approvals and authorizations of the SEC, the Bank Regulators and any other third parties and governmental bodies necessary to consummate the transactions contemplated by this Agreement, and PFS and Provident Bank will make all necessary filings in respect of the required Regulatory Approvals as promptly as practicable after the date hereof, and no later than forty-five (45) days after the date hereof; provided, however, that in no event shall PFS or Provident Bank be required to agree to any prohibition, limitation, or other requirement that would (i) make prohibit or cause to be made materially limit the ownership or operation by PFS or Provident Bank of all filings required of each of them or any material portion of their respective Subsidiaries the business or Affiliates under the HSR Act assets of SBBX or other Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, 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 LawsSBBX Subsidiary, (ii) comply at compel PFS or Provident Bank to dispose of or hold separate all or any material portion of the earliest practicable date business or assets of SBBX or any SBBX Subsidiary, (iii) impose a material compliance burden, penalty or obligation on PFS or Provident Bank resulting from noncompliance by SBBX or any SBBX Subsidiary with its regulatory obligations or (iv) otherwise materially impair the value of SBBX and the SBBX Subsidiaries to PFS and Provident Bank (any request under the HSR Act or other Antitrust Laws for additional information, documentssuch requirement alone, or other materials received by either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (more than one such requirement together, a “FTCBurdensome Condition”). SBBX and PFS will furnish each other and each other’s counsel with all information concerning themselves, their subsidiaries, directors, officers and shareholders and such other matters as may be necessary or advisable in connection with the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) Proxy Statement-Prospectus and any application, petition or any other Governmental Authority in respect statement or application made by or on behalf of such filings SBBX, PFS to any Bank Regulator or such transactions, and (iii) cooperate with each other governmental body in connection with the Merger, and the other transactions contemplated by this Agreement. SBBX shall have the right to review and approve in advance 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. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other 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 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 Agreement 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, governmental body. PFS shall give SBBX and its counsel the opportunity to attend and/or participate. Subject review and comment on each filing prior to applicable Lawits being filed with a Bank Regulator or the SEC and shall give SBBX and its counsel the opportunity to review and comment on all regulatory filings, amendments and supplements to such filings and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, a Bank Regulator or 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 LawsSEC.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG and the Company shall use their respective commercially reasonable efforts to (i) make or 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 Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as As promptly as practicablepracticable after the date of this Agreement, including seeking early termination, and, and in any event, event within ten (10) Business Days after the date of this Agreement in hereof, Parent and the case of Company shall each make 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 either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“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 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 Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC(collectively, the “Antitrust Division or any other Governmental AuthorityFilings”). Each such party Party shall use commercially reasonable efforts to promptly furnish to each the other all such necessary information required for any application or and reasonable assistance as the other filing to be made pursuant to any applicable law may request in connection with its preparation of any filing or submission that is necessary under the transactions contemplated by this AgreementHSR Act and will use reasonable best efforts to cause the expiration or termination of the applicable waiting periods as soon as practicable. Each such party Party shall promptly inform provide the other parties hereto with copies of all written communications (and memoranda setting forth the substance of all oral communications) between each of them, any of their Affiliates or any of its or their Representatives, on the one hand, and any Governmental Entity, on the other hand, with respect to this Agreement or the Transactions. Without limiting the generality of the foregoing, and subject to applicable Legal Requirements, each Party shall (i) promptly notify the other Parties of any oral written communication with, and provide copies of written communications with, made to or received by it from any Governmental Authority Entity regarding any such filings or any such transaction and the Transactions; (ii) permit the each other party to review in advance any proposed written communication by such party to any such Governmental Authority. No party hereto shall independently Entity and incorporate reasonable comments thereto; (iii) not agree to participate in any formal substantive meeting or discussion with any such Governmental Authority Entity in respect of any such filingsfiling, investigationinvestigation or inquiry concerning this Agreement or the Transactions unless, or other inquiry without giving to the extent reasonably practicable, it consults with the other parties hereto prior notice of the meeting Party in advance and, to the extent permitted by such Governmental AuthorityEntity, gives the other Party the opportunity to attend and/or participateattend; and (iv) furnish each other with copies of all correspondence, filings and written communications between such Party and their Affiliates and their respective representatives, on one hand, and any such Governmental Entity, on the other hand, in each case, with respect to this Agreement and the Transactions. Subject Parent, on the one hand, and the Company, on the other hand, shall each pay 50% of any filing fees required by any Governmental Entities, including with respect to applicable Lawany registrations, the parties hereto shall consult declarations and cooperate with one another filings required in connection with the matters described in execution and delivery of this Section 6.4Agreement, the performance of the obligations hereunder and the consummation of the Transactions, including filing fees 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 filings under the HSR Act. As promptly as practicable following the Closing, and no later than 30 days after the Closing, Parent shall prepare and file the Investment Canada Act or other Antitrust LawsNotification.

Regulatory Approvals. (a) Each of NewcoTo the extent required by the Antitrust Laws, Purchaser, REG and the Company shall use their respective commercially reasonable efforts to (i) no later than sixty (60) days following the Agreement Date, make or cause to be made all filings the initial filing required of each of them or any of their respective Subsidiaries or Affiliates from the Company under the HSR Act or in connection with the consummation of the Merger and the other Antitrust Laws with respect to transactions contemplated hereby; and (ii) as promptly as practicable following the execution of this Agreement, execute and file or, if appropriate, join in the execution and filing of, the applications, notifications, and other documents required for the lawful consummation of the Merger and the other transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, 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 either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority jurisdictions identified in respect of such filings or 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 Section 5.4 of the FTC, the Antitrust Division or other Governmental Authority under any Antitrust Laws with respect to any such filing or any such transactionDisclosure Schedule. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party [*] The Company shall use commercially reasonable efforts to furnish promptly obtain, and to each other cooperate with Acquiror to promptly obtain, all information authorizations, approvals, clearances, consents, waivers, actions, or non-actions required for from any application or other filing to be made pursuant to Governmental Entity under any applicable law Antitrust Law in connection with the Merger or the other transactions contemplated by this Agreementhereby. Each such party The Company shall promptly inform Acquiror of any material communication between the Company (including its representatives, counsel, or consultants) and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Affiliate of the Company receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the Merger or the other parties hereto of transactions contemplated hereby, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Acquiror, as the purchaser, shall lead all efforts to obtain any oral communication withclearance, and provide copies of written communications withwaiver, approval or authorization from any Governmental Authority regarding any such filings Entity that is necessary to enable the parties to consummate the Merger or any such transaction and permit the other party to review transactions contemplated hereby, but shall consider 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 good faith the other parties hereto prior notice views 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 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 LawsCompany.

Regulatory Approvals. (a) Each As promptly as practicable after the date of Newcothis Agreement, Purchaser, REG Parent and the Company shall each prepare and file the notification required of it under the HSR Act within 10 Business Days after the date hereof in connection with the Transactions and shall promptly and in good faith respond to all information requested of it by the U.S. Federal Trade Commission, U.S. Department of Justice or any other Governmental Entity in connection with such notification and otherwise cooperate in good faith with each other and such Governmental Entities. Each Party will promptly furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any filing or submission that is necessary under the HSR Act and will use their respective commercially reasonable best efforts to (i) make cause the expiration or cause termination of the applicable waiting periods as soon as practicable. Each Party will promptly furnish to be made all filings required the other such information and assistance as the other may reasonably request in connection with its preparation of each of them any filing or any of their respective Subsidiaries or Affiliates submission that is necessary under the HSR Act or any other Antitrust Laws and will use reasonable best efforts to cause the expiration or termination of the applicable waiting periods or obtain the applicable approvals as soon as practicable. Each Party will promptly provide the other with copies of all substantive written communications (and memoranda setting forth the substance of all substantive oral communications) between each of them, any of their Affiliates and their respective agents, representatives and advisors, on the one hand, and any Governmental Entity, on the other hand, with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, and, in any event, within ten (10) Business Days after the date of this Agreement in or the case Transactions. Without limiting the foregoing, Parent and the Company shall: (i) promptly inform the other 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 communication to or other Antitrust Laws for additional information, documents, or other materials received by either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”)Commission, the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority in respect of such filings or such transactions, and Entity regarding the Transactions; (iiiii) cooperate with permit 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 Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other 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 Authority regarding any such filings or any such transaction and permit the other party to review in advance any proposed substantive written communication by such party to any such Governmental Authority. No party hereto shall independently Entity and incorporate reasonable comments thereto; (iii) give the other prompt written notice of the commencement of any Legal Proceeding with respect to such transactions; (iv) not agree to participate in any formal substantive meeting or discussion with any such Governmental Authority Entity in respect of any such filingsfiling, investigationinvestigation or inquiry concerning this Agreement or the Transactions unless, or other inquiry without giving to the extent reasonably practicable, it consults with the other parties hereto prior notice of the meeting Party in advance and, to the extent permitted by such Governmental AuthorityEntity, gives the other Party the opportunity to attend and/or participateattend; (v) keep the other reasonably informed as to the status of any such Legal Proceeding; and (vi) promptly furnish each other with copies of all correspondence, filings (except for filings made under the HSR Act) and written communications between such Party and their Affiliates and their respective agents, representatives and advisors, on one hand, and any such Governmental Entity, on the other hand, in each case, with respect to this Agreement and the Transactions. Subject Each of the Company Transaction Costs and Parent Transaction Costs shall include fifty percent (50%) of any filing fees required by Governmental Entities, including with respect to applicable Lawany registrations, the parties hereto shall consult declarations and cooperate with one another filings required in connection with the matters described in execution and delivery of this Section 6.4Agreement, the performance of the obligations hereunder and the consummation of the Transactions, including filing fees 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 filings under the HSR Act or other Antitrust LawsAct.

Regulatory Approvals. (a) Each Without limiting the generality of NewcoSection 6.1, Purchasereach Purchaser shall use its reasonable best efforts to prepare and file on behalf of it and any of its subsidiaries or Affiliates, REG and, to the extent necessary, the Company shall use its reasonable best efforts to prepare and file on behalf of it or any Company Subsidiary or Affiliate, all documentation to effect all necessary notices, reports and other filings and to obtain all permits, consents, approvals and authorizations necessary or advisable to be obtained from any third parties and/or Governmental Authorities in order to consummate the Transaction, and the Company shall use their respective commercially reasonable efforts to (i) make or cause to reasonably cooperate with Purchasers in connection with the foregoing; and any initial filings with Governmental Authorities shall be made by Purchasers as soon as reasonably practicable after the date hereof. TBW shall seek to obtain reasonable assurances from the OTS that Regulation W would not materially restrict existing dealings between TBW and Colonial Bank (“Regulation W Determination”). Subject to applicable laws relating to the exchange of information, Purchasers and the Company shall have the right to review in advance, and to the extent practicable each shall consult with the other on, all filings required of material written information submitted to any third party and/or any Governmental Authority in connection with the Transaction. In exercising the foregoing right, each of them or any of their respective Subsidiaries or Affiliates under the HSR Act or parties agrees to act reasonably and as promptly as practicable. Each party hereto agrees that it shall to the extent legally permissible and practicable consult with the other Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, and, in any event, within ten (10) Business Days after the date of this Agreement in the case obtaining of all filings required under the HSR Act material permits, consents, approvals and within four (4) weeks in the case authorizations of all other filings required by other Antitrust Laws, (ii) comply at third parties and/or Governmental Authorities necessary or advisable to consummate the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“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 such transactions, Transaction and (iii) cooperate with each other in connection with any such filing (including, party shall to the extent permitted by applicable law, providing legally permissible and practicable keep the other party apprised of the status of material matters relating to completion of the Transaction (including to the extent legally permissible and practicable (i) promptly furnishing the other with 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 notices or other inquiry of communications received by Purchasers or the Company, as the case may be, from any of the FTC, the Antitrust Division or other third party and/or Governmental Authority under any Antitrust Laws with respect to the Transaction and the establishment of any such filing bank or any such transaction. Newco shall be responsible thrift holding company for all filing fees purposes of the Transaction, and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law in connection with the transactions as otherwise 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 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 Agreement and, to the extent permitted by law, and (ii) providing descriptions of any oral communications from such Governmental Authoritypersons). Each party agrees, upon request, to furnish the opportunity other party with all information concerning itself, its subsidiaries, directors, officers and stockholders or shareholders, as applicable, other than any information concerning each party’s officers, principals, directors and stockholders or shareholders the disclosing party reasonably determines to attend and/or participate. Subject to applicable Lawbe confidential, the parties hereto shall consult and cooperate with one another in connection with the such other matters described in this Section 6.4, including as may be reasonably necessary or advisable in connection with any analysesfiling, appearances, presentations, memoranda, briefs, arguments, opinions and proposals notice or application made or submitted by or on behalf of such other party to any third party hereto relating to proceedings under the HSR Act or other Antitrust Lawsand/or Governmental Authority.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG Party shall (and the Company shall use each cause their respective commercially Affiliates to) use reasonable best efforts to make, give or obtain all regulatory approvals required in connection with the Transactions, which shall include to: (i) make or cause to be made all the filings required of each of them such Party or any of their respective Subsidiaries or its Affiliates under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriatethis Agreement, as promptly as practicable, including seeking early termination, and, and in any event, 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, Agreement; (ii) comply at the earliest practicable date with make all required filings or applications necessary to obtain any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by either of them or any of their respective Subsidiaries or Affiliates consents required to be obtained from the U.S. Federal Trade Commission NYPSC in connection with the Second Closing (the “FTCNYPSC Approval”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority in respect of such filings or such transactions, and (iii) cooperate with each the other Party (or Parties) and furnish all information in such Party’s possession that is necessary in connection with any such filing other Party’s (including, or Parties’) filings; (iv) use reasonable best efforts to cause the extent permitted by applicable law, providing copies expiration or termination 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. Newco shall be responsible for all filing fees and expenses associated with the required filings applicable waiting periods under the HSR Act and all responses with respect to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other 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 Agreement and obtain the NYPSC Approval, in each case, as soon as possible; provided that no filing shall be made in respect of the NYPSC Approval prior to the First Closing; (v) promptly inform the other parties hereto Party (or Parties) of the occurrence and contents of any oral communication withfrom, and promptly provide to the other Party (or Parties) copies of any substantive written communications withfrom, 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 filingsrequired regulatory approvals, investigation, or other inquiry without giving and permit the other parties hereto prior notice Party (or Parties) to review in advance, and consider in good faith the comments of the meeting andother Party (or Parties) regarding, to the extent permitted any proposed substantive communication by such Party to any Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall ; (vi) consult and cooperate with one another in connection with the matters described in this Section 6.4, including other Party (or Parties) in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, arguments and opinions and proposals to be made or submitted by or on behalf of any party hereto relating to proceedings Party in connection with any required regulatory approvals, and all related meetings and Actions; (vii) comply promptly and fully, as practicable and advisable, with any requests received by such Party or any of its Affiliates under the HSR Act or in connection with the pursuit of the NYPSC Approval for additional information, documents or other Antitrust Lawsmaterials; (viii) use reasonable best efforts to resolve any objections as may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement under any antitrust or competition Law; (ix) use reasonable best efforts to contest and resist any Action instituted (or threatened in writing to be instituted) by any Governmental Authority challenging the transactions contemplated by this Agreement as being in violation of any antitrust or competition Law; (x) request expedited and, as appropriate, confidential treatment of any such filings; and (xi) subject to Section 6.4(a)(xi) of the Buyer Disclosure Schedule, cooperate in good faith with all Governmental Authorities and not take any action or enter into any agreement that would reasonably be expected to delay, adversely impact, hinder or prevent obtaining any required approvals under the HSR Act. All filing fees in connection with filings under the HSR Act shall be borne as provided in Section 10.11(a). Buyer shall prepare or cause to be prepared any market concentration report or analysis in connection with obtaining the NYPSC Approval and the payment of any fees and costs for such report or analysis shall be borne as provided in Section 10.11(a). No Party shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry, unless it consults with the other Party (or Parties) in advance and, to the extent permitted by such Governmental Authority, gives the other Party (or Parties) the opportunity to attend and participate at such meeting. Buyer shall not withdraw its HSR Act notification and report form nor enter into any agreement with any Governmental Authority to delay closing of the transactions contemplated hereby without the prior written consent of the Sellers.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG and the Company shall use their respective commercially reasonable efforts to (i) make or 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 Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, 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 either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“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 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 Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each file, as soon as practicable after the date of this Agreement, all notices, reports and other all information documents required for any application or other filing to be made pursuant filed by such party with any Governmental Body or the American Stock Exchange with respect to the Merger and the other Contemplated Transactions, and to submit promptly any additional information requested by any such Governmental Body or the American Stock Exchange. Without limiting the generality of the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications required under the HSR Act and any applicable law foreign antitrust Legal Requirements or regulations (collectively, the “Antitrust Laws”) 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 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 participateMerger. Subject to applicable LawSection 5.8(b), the parties hereto shall consult Company and cooperate with one another Parent shall: (a) respond as promptly as practicable to: (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation; and (ii) any inquiries or requests received from any state attorney general, foreign antitrust authority or other Governmental Body in connection with antitrust or related matters; (b) use commercially reasonable efforts to take all other actions necessary to cause the matters described expiration or termination of the applicable waiting periods under the Antitrust Laws as soon as practicable; and (c) use commercially reasonable efforts to resolve any objections which may be asserted by any Governmental Body with respect to the Merger under the Antitrust Laws. Subject to Section 5.8(b), in this Section 6.4the event any Legal Proceeding is threatened or instituted by any Governmental Body challenging the Merger as violative of Antitrust Laws, including each of Parent and the Company shall use commercially reasonable efforts to avoid the institution of, or to resist or resolve, such Legal Proceeding. At the request of Parent, the Company shall agree to divest, sell, dispose of, hold separate or otherwise take or commit to take any action relating to the business, product lines or assets of any Acquired Company, provided that any such action is: (A) determined by Parent in connection good faith to facilitate compliance with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions Legal Requirement or any request by any Governmental Body; and proposals made or submitted by or on behalf (B) conditioned upon the consummation of any party hereto relating to proceedings under the HSR Act or other Antitrust LawsMerger.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG Buyer and the Company shall Sellers will use their respective commercially reasonable efforts to (i) make or cause to be made all filings filings, if any, 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 and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, 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) two weeks in the case of all other filings required by other Antitrust Laws, (ii) reasonably comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, documents or other materials received by either each of them or any of their respective Subsidiaries or Affiliates subsidiaries from the U.S. Federal Trade Commission (the “FTC”), the Antitrust Division of the U.S. United States Department of Justice (the “Antitrust Division”) or any other Governmental Authority in respect of such filings or such transactions, and (iii) reasonably cooperate with each other in connection with any such filing (including, but in no event shall either party be required to the extent permitted by applicable law, providing provide copies of all such any documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewithparties) 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. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall Party will use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law Legal Requirement in connection with the transactions contemplated by this Agreement, except for any such information that is confidential, privileged, proprietary or is the subject of any restrictions on disclosure. Each such party shall Party will promptly inform the other parties hereto of any oral communication with, and provide copies of written communications withfrom, any Governmental Authority regarding any such filings or any such transaction and permit transaction, except for any such information that is confidential, privileged, proprietary or is the other party to review in advance subject of any proposed communication by such party to any Governmental Authorityrestrictions on disclosure. No party Party hereto shall will 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 LawLegal Requirement, the parties hereto shall Parties will use commercially reasonable efforts to 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. Sellers and Buyer may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 7.4 as “outside counsel only.” Such materials and the information contained therein will be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient, unless express written permission is obtained in advance from the source of the materials (Sellers or Buyer, as the case may be).

Regulatory Approvals. (a) Each Notwithstanding anything to the contrary contained in this Agreement, each Party will (and, in the case of NewcoParent, Purchasercause each of its Subsidiaries and Affiliates (collectively, REG the “Parent Group”) to) use its best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws and regulations to consummate the Merger and the Company shall use their respective commercially reasonable efforts other transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each Party hereto agrees to (i) make as promptly as practicable and in any event within seven (7) Business Days after the date hereof, file or cause to be made filed any and all required notifications, applications and other filings required of with respect to each of them or the Healthcare Regulatory Approvals, and to supply as promptly as reasonably practicable any additional information and documentary material that may be requested in connection with obtaining the Healthcare Regulatory Approvals and to cooperate in all respects with each other in connection in connection with obtaining the Healthcare Regulatory Approvals and (ii) make an appropriate filing of their respective Subsidiaries or Affiliates under a Notification and Report Form pursuant to the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements(each, as appropriate, an “HSR Filing”) as promptly as practicable and in any event within five (5) Business Days after the date hereof, and to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to take any and all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Parent shall provide to the Company copies of all documents that must be submitted to the FTC, including seeking early terminationthe DOJ or any other Governmental Entity in connection with Parent’s HSR Filing, promptly (and, in any event, within ten one (101) Business Days Day) 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 either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“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 such transactions, and (iii) cooperate with each other in connection with any such filing (includingdocuments are identified; provided that, to the extent permitted by applicable lawappropriate, 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. Newco shall may be responsible for all filing fees and expenses associated shared with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other 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 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 Section 6.4, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or Company on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust Lawsan outside counsel basis only.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG and the Company shall use their respective commercially reasonable efforts to (i) make or 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 Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, 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 either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“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 such transactions, and (iii) The Parties will cooperate with each other and use best efforts to promptly prepare all necessary documentation, to effect all necessary filings and to obtain all necessary permits, consents, waivers, approvals and authorizations of, the Bank Regulators and any other Governmental Entities necessary to consummate the transactions contemplated by this Agreement and MainSource will make all necessary filings in respect of the required Regulatory Approvals as promptly as practicable after the date hereof (provided that Cheviot Financial has timely provided all information requested in writing by MainSource or its counsel, within thirty (30) days after the date hereof). In no event shall MainSource be required to agree to any prohibition, limitation, or other requirement that would, individually or in the aggregate, (a) prohibit or materially limit the ownership or operation by MainSource or any MainSource Subsidiary of all or any material portion of the business or assets of Cheviot Financial or any Cheviot Financial Subsidiary, (b) compel MainSource or any MainSource Subsidiary to dispose of or hold separate all or any material portion of the business or assets of Cheviot Financial or any Cheviot Financial Subsidiary, (c) impose a material compliance burden, penalty or obligation on MainSource or any MainSource Subsidiary resulting from noncompliance by Cheviot Financial with its regulatory obligations; or (d) otherwise materially impair the value of Cheviot Financial and the Cheviot Financial Subsidiaries to MainSource and the MainSource Subsidiaries (any such requirement alone, or more than one such requirement together, a “Burdensome Condition”). The Parties will furnish each other and each other’s counsel with all information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as may be necessary or advisable in connection with any such filing (includingapplication, petition or any other statement or application made to any Bank Regulator or Governmental Entity in connection with the Merger, and the other transactions contemplated by this Agreement. Cheviot Financial shall have the right to review and comment on, and to the extent permitted by applicable law, providing copies of all such documents practicable to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection consult with resolving any investigation or other inquiry of any of the FTCMainSource on, the Antitrust Division or other Governmental Authority under information which appears in any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other 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 AgreementAgreement with any Bank Regulator or any Governmental Entity. Each such party MainSource shall promptly inform give Cheviot Financial and its counsel the other parties hereto of any oral communication withopportunity to review and comment on, 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 Authoritypracticable to consult with MainSource on, the each filing prior to its being filed with a Bank Regulator and shall give Cheviot Financial and its counsel copies of, and an opportunity to attend and/or participate. Subject review, if material, prior to applicable Lawtheir being filed with or sent to a Bank Regulator, the parties hereto shall consult any regulatory filings, amendments 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 supplements to such filings and proposals made or submitted by or on behalf of any party hereto relating all responses to proceedings under the HSR Act or other Antitrust Lawsrequests for additional information and replies to comments.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG Seller and each of the Company Companies, as necessary, shall use their respective commercially reasonable efforts to (i) make or cause to be made all filings required of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act (and shall seek early termination of the applicable waiting period thereunder) or other Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, practicable and, in any event, within ten four (104) 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 LawsAct, (ii) comply at the earliest practicable date with any request under the 37 HSR Act Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other United States federal or other state or foreign Laws, Orders or administrative or judicial doctrines that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws Laws”) for additional information, documents, or other materials received by either each of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. United States Department of Justice (the “Antitrust Division”) or any other Governmental Authority Body in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable lawLaw, 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 Body under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use its commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law 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 Authority 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 Authoritytransaction. No party hereto Purchaser 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, pay all filing fees related 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 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 filings under the HSR Act or other Antitrust LawsAct.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG Purchaser and the Company Seller shall use their respective commercially reasonable efforts to (ia) make or 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 Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, 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, (iib) 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 either each of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”)Commission, the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority Body in respect of such filings or such transactions, transactions and (iiic) 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 FTCFederal Trade Commission, the Antitrust Division or other Governmental Authority Body under the HSR Act or any other Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use its commercially reasonable efforts to furnish to each other party all information required for any application or other filing to be made pursuant to any applicable law 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 Authority 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 Authoritytransaction. No party hereto shall independently participate in any formal meeting with any Governmental Authority Body in respect of any such filings, investigation, investigation or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental AuthorityBody, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall will 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. Any party may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other parties under this Section 8.4 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. All HSR Act and similar foreign filing fees shall be borne equally by Purchaser and Seller.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG the Company and the Company Selling Stockholder (if necessary) shall use their respective commercially reasonable efforts to (ia) make or cause to be made all filings (including the Foreign 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 and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, 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 and, if practicable, within four fifteen (415) weeks Business Days in the case of all other filings (including the Foreign Filings) required by other Antitrust Laws, (iib) 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 either each of them or any of their respective Subsidiaries subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority Body in respect of such filings or such transactions, and (iiic) 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 Authority Body under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law 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 Authority 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 Authoritytransaction. No party hereto shall independently participate in any formal meeting with any Governmental Authority 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 AuthorityBody, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall will 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. Any party may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other parties under this Section 8.4 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials.

Regulatory Approvals. (a) Each of NewcoIf necessary, Purchaser, REG Purchaser and the Company Sellers shall use their respective commercially reasonable efforts to (i) make or cause to be made all filings required of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act Act, the Competition Act, the Mexican Competition Law or other Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, 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, the Competition Act and within four (4) weeks in the case of all other filings required Mexican Competition Law or by other Antitrust Laws, (ii) comply at the earliest practicable date with any request under the HSR Act, the Competition Act and the Mexican Competition Law or other Antitrust Laws for additional information, documents, documents or other materials received by either 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. United States Department of Justice (the “Antitrust Division”), the Canadian Competition Bureau, the Mexican Federal Competition Commission (the “FCC”) or any other Governmental Authority Body in respect of such filings or such transactions, transactions and (iii) cooperate with each other in connection with any such filing (including, without limitation, to the extent permitted by applicable law, providing copies of all such documents to the non-filing parties 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 Division, the Canadian Competition Bureau, the FCC or other Governmental Authority Body under any Antitrust Laws with respect to any such filing or any such transaction. Newco Purchaser shall be responsible for all pay the filing fees required to be paid by Purchaser and expenses associated with the required filings Sellers under the HSR Act and all responses to any request by the FTC, the other Antitrust Division or any other Governmental AuthorityLaws in connection with such filings. Each such party Party shall use commercially reasonable efforts to furnish to each other 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 Party shall promptly inform the other parties hereto Parties of any oral communication with, and provide copies of written communications with, any Governmental Authority Body regarding any such filings or any such transaction and permit transaction. To the other party to review in advance any proposed communication by such party to any Governmental Authority. No party fullest extent reasonably practicable, no Party hereto shall independently participate in any formal meeting with any Governmental Authority Body in respect of any such filings, investigation, investigation or other inquiry without giving the other parties hereto Parties prior notice of the meeting and, to the extent permitted by such Governmental AuthorityBody, the opportunity to attend and/or participate. Subject to applicable Lawlaw, the parties hereto shall Parties will 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 Party relating to proceedings under the HSR Act Act, the Competition Act, the Mexican Competition Law or other Antitrust Laws. Sellers and Purchaser may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 8.4 “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient, unless express written permission is obtained in advance from the source of the materials (Sellers or Purchaser, as the case may be).

Regulatory Approvals. (a) Each of Newco, Purchaser, REG The Purchaser and where applicable the Company shall use their respective commercially reasonable efforts to (i) make or cause to be made all the registrations, declarations and filings required of each of them or any of their respective Subsidiaries or Affiliates such party under the HSR Act or and any other Antitrust Laws Law (the “Antitrust Filings”) with respect to the transactions contemplated hereby by this Agreement and by the Common Plan Agreements, as appropriate, Ancillary Agreements as promptly as practicable, including seeking early termination, and, reasonably practicable and advisable after the date hereof (but in any event, within ten no event later than five (105) 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, hereof); (ii) comply at subject to applicable Law, furnish to the earliest other Party as promptly as reasonably practicable date with all information required for any request under the HSR Act application or other Antitrust Laws for filing to be made by the other Party pursuant to any applicable Law in connection with the transactions contemplated by this Agreement and the Ancillary Agreements; (iii) respond as promptly as reasonably practicable to any inquiries received from, and supply as promptly as reasonably practicable any additional information, documents, information or other materials received by either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”)documentation that may be reasonably requested by, the Antitrust Division of the U.S. Department DOJ, the FTC, or by any other Governmental Authority in respect of Justice such Antitrust Filings, this Agreement, or the transactions contemplated by this Agreement and the Ancillary Agreements; (iv) promptly notify the “Antitrust Division”) other Party of any material communication between that Party and the FTC, the DOJ, or any other Governmental Authority in respect of such filings any Antitrust Filings or such transactionsinvestigation, inquiry or other Proceeding relating to this Agreement, the transactions contemplated by this Agreement and (iii) cooperate with each other the Ancillary Agreements and of any material communication received or given in connection with any such filing Proceeding by a private party relating to the transactions contemplated by this Agreement and the Ancillary Agreements; (includingv) subject to applicable Law, discuss with and permit the other Party (and its counsel) to review in advance, and consider in good faith the other Party’s reasonable comments in connection with, any Antitrust Filing or communication to the FTC, the DOJ, or any other Governmental Authority or, in connection with any Proceeding by a private party to any other Person, relating to any Antitrust Filing or investigation, inquiry or other Proceeding relating to this Agreement, or the transactions contemplated by this Agreement and the Ancillary Agreements; (vi) not participate or agree to participate in any substantive meeting, telephone call or discussion with the FTC, the DOJ, or any other Governmental Authority in respect of any Antitrust Filing, investigation or inquiry relating to this Agreement, or the transactions contemplated by this Agreement and the Ancillary Agreements unless it consults with the other Party in advance and, to the extent permitted by such Governmental Authority, gives the other Party the opportunity to attend and participate in such meeting, telephone call or discussion; (vii) subject to applicable lawLaw, providing furnish the other Party promptly with copies of all such documents correspondence, filings and communications between them and their Affiliates on the one hand, and the FTC, the DOJ, or any other Governmental Authority or members of their respective staffs on the other hand, with respect to any Antitrust Filing, investigation, inquiry, or Proceeding relating to this Agreement, or the non-filing parties prior to filing transactions contemplated by this Agreement and considering all reasonable additions, deletions or changes suggested the Ancillary Agreements; and (viii) act in good faith and reasonably cooperate with the other Party in connection therewith) with any Antitrust Filings and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division such agency or other Governmental Authority under the HSR Act or any other Antitrust Laws Law with respect to any such filing Antitrust Filing, this Agreement or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other 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 Agreement and 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 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 LawsAncillary Agreements.

Regulatory Approvals. (a) Each of Newcothe Parties shall promptly execute and file or join in the execution and filing of any application or other document that may be necessary in order to obtain the authorization, Purchaserapproval or consent of any Governmental Entity which may be reasonably required, REG and or which another Party may reasonably request, in connection with the Company consummation of the Transactions. Each of the Parties shall use their respective its commercially reasonable efforts to (i) make or cause to be made all filings required promptly obtain such authorizations, approvals and consents. Without limiting the generality 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 and by the Common Plan Agreements, as appropriateforegoing, as promptly as practicable, including seeking early termination, and, in any event, within ten (10) Business Days practicable after the date execution of this Agreement in Agreement, each of the case of Sellers and the Buyers shall make all filings required under filings, if any, with 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 either of them or any of their respective Subsidiaries or Affiliates from the U.S. United States Federal Trade Commission (“FTC”), and the Antitrust Division of the U.S. United States Department of Justice under the Hxxx-Sxxxx Xxxxxx Antitrust Improvements Act of 1976 and shall make such filings, if any, as are necessary under the Investment Canada Act (Canada) and the “Antitrust Division”) or Competition Act (Canada). Each Party shall promptly notify the other Parties of any other communication to that Party from any Governmental Authority Entity and consult with the others regarding any proposed communication to any Governmental Entity in respect of such filings or such transactionsany filings, 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 and to the extent appropriate give the other the opportunity to attend and participate therein. Subject to the execution of any an appropriate confidentiality agreement, and the joint defense privilege, each of the FTC, the Antitrust Division or other Governmental Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees Parties will coordinate and expenses associated cooperate fully with the required filings under other Parties in providing and exchanging such information (either directly or through counsel) and providing such assistance as the HSR Act and all responses to any other Parties may reasonably request by in connection with the FTC, the Antitrust Division or any other Governmental Authorityforegoing. Each such party shall of the Parties agrees to use its commercially reasonable efforts to furnish respond promptly to each other 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 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 comply fully with any Governmental Authority in respect of any such filings, investigation, request for additional information or documents under 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 participateapplicable laws. Subject to applicable Lawany such confidentiality agreement and the joint defense privilege, counsel for any Party may provide to counsel for any other Party correspondence, filings or communications (or memoranda setting forth the parties hereto shall consult substance thereof) between such Party or any of its representatives, on the one hand, and cooperate any Governmental Entity or members of its staff, on the other hand, with one another in connection with respect to this Agreement and 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 LawsTransactions.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG Parent and the Company shall use their respective commercially reasonable efforts to (i) make will file or 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 Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, and, in any eventfiled, within ten (10) Business Days after from the date of this Agreement in the case of hereof, 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 either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“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 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 Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses required filings under other Applicable Legal Requirements set forth on Section 7.02 of the Company Disclosure Letter, which Parent, in consultation with the Company, has reasonably determined in good faith to any request by be necessary or appropriate to consummate the FTCTransactions (collectively, the “Regulatory Filings”), will consult and cooperate with each other in the preparation of such filings, and will promptly inform each other of any material communication received by such Party from any Antitrust Division Authority regarding the Transactions. Each Party will promptly furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any filing or submission that is necessary under the HSR Act and will use reasonable best efforts to cause the expiration or termination of the applicable waiting periods as soon as practicable, including by requesting early termination of the HSR waiting period. Neither Parent nor the Company will, and each will use reasonable best efforts to cause their respective Affiliates not to, directly or indirectly take any action, including, directly or indirectly, acquiring or investing in any Person or acquiring, leasing or licensing any assets, or agreement to do any of the foregoing, if doing so would reasonably be expected to impose any material delay in the obtaining of, or significantly increase the risk of not obtaining, any required approval under the HSR Act. Each Party will promptly provide the other with copies of all substantive written communications (and memoranda setting forth the substance of all substantive oral communications) between each of them, any of their Subsidiaries and their respective agents, representatives and advisors, on the one hand, and any Governmental Entity, on the other hand, with respect to this Agreement or the Transactions. Without limiting the foregoing, Parent and the Company will: (a) promptly inform the other of any communication to or from the U.S. Federal Trade Commission, the U.S. Department of Justice or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to Entity regarding the Transactions; (b) permit each other 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 Authority regarding any such filings or any such transaction and permit the other party to review in advance any proposed substantive written communication by such party to any such Governmental Authority. No party hereto shall independently Entity and incorporate reasonable comments thereto; (c) give the other prompt written notice of the commencement of any Legal Proceeding with respect to such transactions; (d) not agree to participate in any formal substantive meeting or discussion with any such Governmental Authority Entity in respect of any such filingsfiling, investigationinvestigation or inquiry concerning this Agreement or the Transactions unless, or other inquiry without giving to the extent reasonably practicable, it consults with the other parties hereto prior notice of the meeting Party in advance and, to the extent permitted by such Governmental AuthorityEntity, gives the other Party the opportunity to attend and/or participateattend; (e) keep the other reasonably informed as to the status of any such Legal Proceeding; and (f) promptly furnish each other with copies of all correspondence, filings (except for filings made under the HSR Act) and written communications between such Party and their Subsidiaries and their respective agents, representatives and advisors, on one hand, and any such Governmental Entity, on the other hand, in each case, with respect to this Agreement and the Transactions; provided, however, that materials required to be supplied pursuant to this Section 7.02 may be redacted (i) to remove references concerning the valuation of the Company, (ii) as necessary to comply with contractual arrangements, (iii) as necessary to comply with Applicable Legal Requirements, and (iv) as necessary to address reasonable privilege or confidentiality concerns; provided, further, a Party may reasonably designate any competitively sensitive material provided to another party under this Section 7.02 as “Outside Counsel Only”, in which case such materials, as well as the information contained therein, will be provided only to a receiving party’s outside and in-house counsel (and mutually-acknowledged outside consultants) and not disclosed by such counsel (or consultants) to any employees, officers, or directors of the receiving party without the advance written consent of the party supply such materials or information. Subject Parent, on the one hand, and the Company, on the other hand, will each pay fifty percent (50%) of any filing fees required by Governmental Entities, including with respect to applicable Lawany registrations, the parties hereto shall consult declarations and cooperate with one another filings required in connection with the matters described in execution and delivery of this Section 6.4Agreement, the performance of the obligations hereunder and the consummation of the Transactions, including filing fees 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 filings under the HSR Act or other Antitrust LawsAct.

Regulatory Approvals. (a) Each of NewcoIf necessary, PurchaserParent, REG Purchaser and the Company Sellers shall use their respective commercially reasonable efforts to (i) make or 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 Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, practicable and, in any event, within ten (10) 10 Business Days after the date entry of this Agreement the Bidding Procedures Order 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 either each of them or any of their respective Subsidiaries or Affiliates subsidiaries from the U.S. Federal Trade Commission (“the "FTC”"), the Antitrust Division of the U.S. United States Department of Justice (the “"Antitrust Division”") or any other Governmental Authority Body in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable lawLaw, 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 Body under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law 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 Authority 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 Authoritytransaction. No party hereto shall independently participate in any formal meeting with any Governmental Authority 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 AuthorityBody, the opportunity to attend and/or participate. Subject to applicable Lawlaw, the parties hereto shall will 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. Sellers and Purchaser may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 8.4 as "outside counsel only." Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials (Sellers or Purchaser, as the case may be).

Regulatory Approvals. (a) Each Without limiting the generality of NewcoSection 6.2, Purchaseras soon as reasonably practicable (and in any event within ten (10) Business Days) following the date hereof, REG each of Parent and the Company shall use their respective commercially reasonable efforts file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby (including the Offer and the Merger) as required by the HSR Act, as well as any comparable pre-merger notification filings, forms and submissions with any foreign Governmental Authority that may be required by other applicable Antitrust Laws, in each case as Parent may deem necessary and/or appropriate. Each of Parent and the Company shall promptly, (i) make cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information that may be required in order to effectuate such filings, (iii) supply any additional information that reasonably may be required or cause to requested by the FTC, the DOJ or the competition or merger control authorities of any other jurisdiction and that Parent reasonably deems necessary and/or appropriate and (iv) Parent shall be solely responsible for fees and expenses incurred in connection with filings made all filings required in connection with this Section 6.3(a). Each party hereto shall promptly inform the other party or parties hereto, as the case may be, of each of them or any communication from any Governmental Authority regarding any of their respective Subsidiaries the transactions contemplated by this Agreement (including the Offer and the Merger). If any party hereto or Affiliates under the HSR Act Affiliate thereof receives a request for additional information or other Antitrust Laws documentary material from any such Governmental Authority with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, and, in any event, within ten (10) Business Days after the date of this Agreement in (including the case of all filings required under Offer and 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 either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”Merger), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority in respect of such filings or 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 Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each then such party shall use commercially reasonable efforts to furnish to each other all information required for any application make, or other filing cause to be made pursuant to any applicable law in connection made, as soon as reasonably practicable and after consultation with the transactions contemplated by this Agreementother party, an appropriate response in compliance with such request. Each such party Neither Parent nor the Company 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 commit or any such transaction and agree (or permit the other party their respective Subsidiaries or Affiliates to review in advance any proposed communication by such party to any Governmental Authority. No party hereto shall independently participate in any formal meeting commit or agree) with any Governmental Authority in respect of to stay, toll, restart or extend 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 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 waiting period under the HSR Act or other applicable Antitrust Laws, without the prior written consent of the other (such consent not to be unreasonably withheld or delayed).

Regulatory Approvals. (a) Each of Newcothe Company, PurchaserParent, REG Merger Sub and the Company LLC Sub shall use their respective commercially its reasonable best efforts to (i) obtain from any Governmental Body any Permits, waivers, clearances, or Orders required to be obtained or made by Parent, Merger Sub, the Company, LLC Sub or any of their respective Subsidiaries, or avoid any action or proceeding by any Governmental Body (including, without limitation, those in connection with the HSR Act), in connection with the authorization, execution and delivery of this Agreement and the consummation of the Mergers, (ii) make or cause to be made all the applications or filings required of each of them to be made by Parent, Merger Sub, LLC Sub or the Company or any of their respective Subsidiaries under or Affiliates under with respect to the HSR Act or any other Antitrust applicable Laws in connection with respect to the transactions contemplated hereby authorization, execution and by delivery of this Agreement and the Common Plan Agreements, as appropriateconsummation of the Mergers, as promptly as is reasonably practicable, including seeking early termination, and, and in any event, 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 Lawshereof, (iiiii) comply at the earliest practicable date with any request under or with respect to the HSR Act or and any such other Antitrust applicable Laws for additional information, documents, documents or other materials received by either of them Parent or the Company or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), or the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority Body in respect of connection with such applications or filings or such transactionsthe Mergers, and (iiiiv) coordinate and cooperate with each the other Party in connection with, making (A) any filing under or with respect to the HSR Act or any such filing other applicable Laws and (includingB) any filings, conferences or other submissions related 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 by any such Governmental Body. Parent and Company shall share equally all fees due in connection with filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authoritynotification. Each such party of the Company and Parent shall, and shall use commercially reasonable efforts to cause their respective Affiliates and Representatives to, furnish to each the other Party all information required necessary for any such application or other filing to be made pursuant to any applicable law in connection with the transactions contemplated by this AgreementMergers. Each such party of the Company and Parent shall promptly inform the other parties hereto of any oral material communication with, and provide copies of written communications any proposal for an understanding, undertaking or agreement with, any Governmental Authority Body regarding any such filings application or any such transaction and permit the other party filing. If a Party hereto intends 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 Body in respect of any such filings, investigation, investigation or other inquiry without giving inquiry, then such Party shall give the other parties hereto Party reasonable prior notice of such meeting and invite Representatives of the other Party to participate in the meeting and, to with the extent permitted Governmental Body unless prohibited by such Governmental Authority, the opportunity to attend and/or participateBody. Subject to applicable Law, the parties hereto The Company and Parent shall consult coordinate 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 such Party in connection with all meetings, actions and proceedings under or relating to proceedings under any such application or filing, which shall include the HSR Act sharing of drafts of all filings or other Antitrust Lawssubmissions (excluding or, as appropriate, restricting access to any confidential information included in such application or filing), affording the other such Party a reasonable opportunity to comment on such drafts, and providing final copies of such filings or submissions.

Regulatory Approvals. The Bank and the Company each agree to use their best efforts to provide promptly such information and reasonable assistance as may be requested by the other party to this Agreement and to take promptly such other actions as shall be necessary or appropriate in order to consummate the transactions contemplated hereby. Without limiting the foregoing, the Bank and the Company will each (a) Each of Newcoprepare, Purchasersubmit and file, REG and the Company shall use their respective commercially reasonable efforts to (i) make or cause to be made prepared, submitted and filed, all filings required applications for all authorizations, consents, orders and approvals of federal, state, local and other Governmental Entities and officials necessary under applicable law for the performance of its obligations pursuant to this Agreement and the consummation of the transactions contemplated hereby, (b) use their best efforts to obtain all such authorizations, consents, orders and approvals as expeditiously as possible in accordance with the terms of this Agreement, and (c) cooperate fully with each other in promptly seeking to obtain such authorizations, consents, orders and approvals, including without limitation, in each case, the approval of them or any the FRB, the FDIC and the Commissioner. The Bank and the Company each agree to promptly provide the other with copies of their respective Subsidiaries or Affiliates under the HSR Act all applications referred to in clause (a) above and copies of all written communications, letters, reports or other Antitrust Laws documents delivered to or received from any Governmental Entity, and copies of all memoranda relating to discussions with such Governmental Entity, if any, with respect to the transactions contemplated hereby Merger, except that the Company and by the Common Plan AgreementsBank shall not be required to provide the other with any of the foregoing documents submitted or received on a confidential basis or which incorporate confidential information relating to other financial institutions. The Parties agree that through the Effective Time of the Merger, as appropriateeach of its reports, as promptly as practicableregistration, including seeking early termination, 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 statements and within four (4) weeks in the case of all other filings required by other Antitrust Laws, (ii) comply at the earliest practicable date to be filed with any request under applicable Governmental Entity will comply in all material respects with the HSR Act applicable statues, rules and regulations enforced or other Antitrust Laws for additional informationpromulgated by the Governmental Entity with which it will be filed and none will contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, documents, or other materials received by either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division in light of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority circumstances under which they were made, not misleading. Any financial statement contained in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filing (includingreport, 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. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application registration statement or other filing that is intended to be made pursuant to any applicable law in connection with represent 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 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 financial position of the meeting and, Party to which it relates will fairly present the extent permitted by financial position of such Governmental Authority, Party and will be prepared in accordance with GAAP or RAP consistently applied during 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 Lawsperiods involved.

Regulatory Approvals. (a) Without limiting the generality of Section 6.3, as soon as reasonably practicable (and in any event within ten (10) Business Days) following the date hereof, each of Parent and the Company shall file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby (including the Offer and the Merger) as required by the HSR Act and shall file as soon as reasonably practicable (and in any event within ten (10) Business Days) comparable pre-merger notification filings, forms and submissions with any foreign Governmental Authority that is required by other applicable Antitrust Laws, in each case as Parent may reasonably determine. Each of Newco, Purchaser, REG Parent and the Company shall use their respective commercially reasonable best efforts to promptly (i) make cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information or documents that may be required in order to effectuate such filings, and (iii) comply with any request for additional information made by the FTC, the DOJ or the competition or merger control authorities of any other jurisdiction. Each party hereto shall promptly inform the other party or parties hereto, as the case may be, of any communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement (including the Offer and the Merger). If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Authority with respect to the transactions contemplated by this Agreement (including the Offer and the Merger), then such party shall use reasonable best efforts to make, or cause to be made all filings required of each of them made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. Neither Parent nor the Company shall commit or any of agree (or permit their respective Subsidiaries or Affiliates to commit or agree) with any Governmental Authority to stay, toll or extend any applicable waiting period under the HSR Act or other applicable Antitrust Laws with respect Laws, without the prior written consent of the other (such consent not to be unreasonably withheld or delayed). Parent shall have the transactions contemplated hereby right to direct, lead, and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, and, in any event, within ten (10) Business Days after the date of this Agreement in the case of all filings required under make final decisions regarding strategy relating to 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 either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“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 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 Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law jurisdiction in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication withhereby consistent with its obligations hereunder, and provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction and permit the other party subject 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 good faith consultation 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 LawsCompany.

Regulatory Approvals. (a) Each of NewcoParent, Purchaser, REG Purchaser and the Company shall use their respective commercially reasonable efforts to (i) make or 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 Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, 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 LawsAct, (ii) comply subject to the other provisions of this Section 7.3, comply, at the earliest practicable date date, with any request under the HSR Act or other Antitrust Laws for additional information, documents, documents or other materials received by either each of them or any of their respective Subsidiaries or Affiliates subsidiaries from the U.S. Federal Trade Commission (the “FTC”), the Antitrust Division of the U.S. United States Department of Justice (the “Antitrust Division”) or any other Governmental Authority Body in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable lawLaw, 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 Body under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law 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 Authority 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 Authoritytransaction. No party hereto shall independently participate in any formal meeting with any Governmental Authority 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 AuthorityBody, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall will 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. The Company and Purchaser may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 7.3 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient, unless express written permission is obtained in advance from the source of the materials (the Company or Purchaser, as the case may be).

Regulatory Approvals. (a) Each of Newco, Purchaser, REG Purchaser and the Company each Seller shall use their respective commercially reasonable efforts to (i) make or 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 Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, and, in any event, Transactions within ten (10) 10 Business Days after the date of this Agreement or such later date specified in writing by Purchaser, but in any event prior to 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 LawsBid Deadline, (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 either each of them or any of their respective Subsidiaries or Affiliates subsidiaries from the U.S. Federal Trade Commission (the “FTC”), the Antitrust Division of the U.S. United States Department of Justice (the “Antitrust Division”) or any other Governmental Authority Body in respect of such filings or such transactionsthe Transactions, and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable lawLaw, 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 Body under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental AuthorityTransaction. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law Law in connection with the transactions contemplated by this AgreementTransactions. 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 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 AuthorityTransaction. No party hereto shall independently participate in any formal meeting with any Governmental Authority Body in respect of any such filings, investigation, investigation or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental AuthorityBody, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall will 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. Sellers and Purchaser may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 8.4 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient, unless express written permission is obtained in advance from the source of the materials (Sellers or Purchaser, as the case may be).

Regulatory Approvals. (a) Each of NewcoBuyer and, Purchaserwhere applicable, REG the Company, the Blocker and the Company Sellers shall use their respective commercially reasonable efforts to (i) make or cause to be made all the registrations, declarations and filings required of each of them or any of their respective Subsidiaries or Affiliates such party under the HSR Act or and any other Antitrust Laws Law listed in Schedule 8.4 (“Antitrust Filings”) with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, this Agreement as promptly as practicable, including seeking early termination, and, reasonably practicable and advisable after the date of this Agreement (but in any event, within no event later than ten (10) Business Days after from the date execution of this Agreement in Agreement), and Buyer shall pay any filing fees associated therewith and such initial filings from Buyer and the case Company shall request early termination of all filings required any applicable waiting period under the HSR Act and within four (4) weeks in the case of all other filings required by other Antitrust LawsAct, (ii) comply at the earliest practicable date with agree not to extend any request waiting period under the HSR Act or enter into any agreement with any Governmental Body not to consummate the transaction contemplated by this Agreement, except with the prior written consent of the other Antitrust Laws party not to be unreasonably withheld, conditioned or delayed, (iii) subject to applicable Law, furnish to the other party as promptly as reasonably practicable all information required for additional information, documents, any application or other materials filing to be made by the other party pursuant to any applicable Law in connection with the transactions contemplated by this Agreement, (iv) respond as promptly as reasonably practicable to any inquiries received from, and supply as promptly as reasonably practicable any additional information or documentation that may be requested by either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust DivisionDOJ”), the Federal Trade Commission (the “FTC”) or any other Governmental Authority Body in respect of such filings Antitrust Filings, this Agreement or such transactionsthe transactions contemplated hereby, (v) promptly notify the other party of any material communication between that party and (iii) cooperate with each the FTC, the DOJ or any other Governmental Body in respect of any Antitrust Filings or any inquiry or Proceeding relating to this Agreement or the transactions contemplated hereby and of any material communication received or given in connection with any such filing (including, Proceeding by a private party relating 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. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other 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 withhereby, and provide copies of written communications with(vi) subject to applicable Law, any Governmental Authority regarding any such filings or any such transaction discuss with and permit the other party (and its counsel) to review in advance advance, and consider in good faith the other party’s reasonable comments in connection with, any proposed Antitrust Filing or communication to the FTC, the DOJ or any other Governmental Body or in connection with any Proceeding by such a private party to any Governmental Authority. No party hereto shall independently other Person, relating to any Antitrust Filing or inquiry or other Proceeding relating to this Agreement or the transactions contemplated hereby, (vii) not participate or agree to participate in any formal meeting substantive meeting, telephone call or discussion with the FTC, the DOJ or any other Governmental Authority Body in respect of any such filingsAntitrust Filing, investigation, inquiry or other inquiry without giving Proceeding relating to this Agreement or the transactions contemplated hereby unless it consults with the other parties hereto prior notice of the meeting party in advance and, to the extent permitted by such Governmental AuthorityBody, gives the other party the opportunity to attend and/or participate. Subject and participate in such meeting, telephone call or discussion, (viii) subject to applicable Law, furnish the parties hereto shall consult other party promptly with copies of all correspondence, filings and communications between them and their Affiliates on the one hand, and the FTC, the DOJ or any other Governmental Body or members of their respective staffs on the other hand, with respect to any Antitrust Filing, inquiry or Proceeding relating to this Agreement or the transactions contemplated hereby and (ix) act in good faith and reasonably cooperate with one another in connection with the matters described in this Section 6.4, including other party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions Antitrust Filings and proposals made in connection with resolving any investigation or submitted by or on behalf inquiry of any party hereto relating to proceedings such agency or other Governmental Body under the HSR Act or any other Antitrust LawsLaw with respect to any such Antitrust Filing, this Agreement or the transactions contemplated hereby.

Regulatory Approvals. (a) Each of NewcoPurchaser and Seller shall, Purchaser, REG and Seller shall cause the Company shall use their respective commercially reasonable efforts to to, (i) make or 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 Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, practicable and, in any event, within ten fifteen (1015) 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 LawsAgreement, (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 either each of them or any of their respective Subsidiaries or Affiliates subsidiaries 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 Body in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable lawLaw, providing responding to any reasonable requests for copies of all such documents to the non-filing parties prior to before 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 Body under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable its best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law Law in connection with the transactions contemplated by this Agreement. Any party may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other parties under this Section 7.4 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient, and the recipient shall cause such outside counsel not to disclose such materials or information to any employees, officers, directors or other representatives of the recipient or their Affiliates, unless express written permission is obtained in advance from the source of the materials. Each such party shall promptly inform the other parties party hereto of any oral communication with, and provide copies of written communications with, any Governmental Authority 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 Authoritytransaction. No party hereto shall independently participate in any formal meeting with any Governmental Authority Body in respect of any such filings, investigation, or other inquiry without giving the other parties party hereto prior notice of the meeting and, to the extent permitted by such Governmental AuthorityBody, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall will 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. Purchaser shall pay all filing fees in connection with all filings under the Antitrust Laws.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG Parent and the Company shall use their respective commercially reasonable efforts to (i) make or 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 Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, practicable and, in any event, within ten (10) five Business Days after the date of this Agreement in the case of all filings required under the HSR Act and within four (4) weeks ten Business Days in the case of all other filings required by other Antitrust Laws, (ii) comply at the earliest reasonably practicable and advisable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by either each of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority Body in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable lawLaw, 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 Body under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use its commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law Law in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any material oral communication with, and provide copies of material written communications with, any Governmental Authority 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 Authoritytransaction. No party hereto shall independently participate in any formal substantive meeting or discussion, either in person or by telephone, with any Governmental Authority 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 AuthorityBody, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall will 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.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG and the Company and Seller (if necessary) shall use their respective commercially reasonable efforts to (i) make or cause to be made all filings required of each of them or any of their respective Subsidiaries or Affiliates with any Governmental Body (including under the HSR Act or Act, other Antitrust Laws or Insurance Laws) with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, practicable and, in any event, within ten seven (107) Business Days after the date of this Agreement in the case of all filings required under the HSR Act and within four fifteen (415) weeks Business Days after the date of this Agreement in the case of all other filings required by other Antitrust Lawsfilings, (ii) comply at the earliest practicable date date, and, in any event, no later than fifteen (15) Business Days, with any request by any Governmental Body (including under the HSR Act or Act, other Antitrust Laws or Insurance Laws) for additional information, documents, or other materials received by either each of them or any of their respective Subsidiaries subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority Body in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable lawLaw, 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 therewiththerewith as well as consulting with the non-filing parties as to the status, progress and issues affecting the receipt of approvals in respect of such filings) 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 Body with respect to any such filing or any such transaction. Newco ; provided, however, that Purchaser and its Affiliates shall not be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to (x) hold separate (including by trust or otherwise) or divest any of its or their material businesses, product lines or assets or (y) agree to any request by material limitation on the FTCoperation or conduct of its or their business, except for customarily imposed restrictions, including, but not limited to, restrictions on the Antitrust Division ability of the Insurance Subsidiaries to declare dividends or any other Governmental Authoritydistributions. Each such party shall use its commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law 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 Authority 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 Authoritytransaction. No party hereto shall independently participate in any formal meeting with any Governmental Authority 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 AuthorityBody, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall will 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 with any Governmental Body. Any party may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other parties under this Section 8.4 as "outside counsel only." Such materials and the HSR Act information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or other Antitrust Lawsdirectors of the recipient, unless express written permission is obtained in advance from the provider of the materials.

Regulatory Approvals. (a) Each Buyer and Sellers shall as promptly as practical, but in no event later than one hundred twenty (120) days following the execution and delivery of Newcothis Agreement (or such later date as the parties shall mutually agree), Purchaser, REG each file with the United States Federal Trade Commission (the “FTC”) and the Company shall use their respective commercially reasonable efforts to United States Department of Justice (ithe “DOJ”) make or cause to be made all filings required of each of them or any of their respective Subsidiaries or Affiliates the Notification and Report Form under the HSR Act or other Antitrust Laws required in connection with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, Ancillary Agreements and as promptly as practicablepracticable supply any additional information, including seeking early terminationif any, andrequested in connection herewith pursuant to the HSR Act. Any such Notification and Report Form and additional information, if any, submitted to the FTC or the DOJ shall be in substantial compliance with the requirements of the HSR Act. Buyer and Sellers shall jointly and on an equal basis, direct the process, positions taken and the regulatory action requested in connection with the filings and the requirements of the HSR Act. Each of Buyer and Sellers shall furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any filing or submission which is necessary under the HSR Act and shall give each other reasonable opportunity to comment on any such submission (other than confidential information or documents not created for purposes of such submission). Each of Buyer and Sellers shall keep the other apprised in a prompt manner of the status and substance of any communications with, and inquiries or requests for additional information from, the FTC and the DOJ, shall comply promptly with any such inquiry or request and shall give each other a reasonable opportunity to participate in any eventsuch communications and to comment on any proposed written communications. Notwithstanding the foregoing, within ten (10) Business Days after no Party shall be required to disclose to another Party any privileged or competitively sensitive information of such Party or any of its Affiliates. Each of Buyer and Sellers shall use its reasonable efforts to obtain, and shall reasonably cooperate with each other in obtaining, the date termination or expiration of this Agreement in the case of all filings any applicable waiting period required under the HSR Act and within four (4) weeks for the consummation of the transactions contemplated hereby; provided, however, that such “reasonable efforts” shall not require Sellers to agree to any term, condition, restriction, imposed liability or other provision required by the FTC or DOJ that would reasonably be expected to result in a significant reduction in the case expected benefits of all the Transactions to Sellers, and shall not require Buyer or any Buyer Affiliate to agree to any term, condition, restriction, imposed liability or other filings provision required by other Antitrust Lawsthe FTC or DOJ that is materially adverse to the operations or the business of Buyer or the Buyer Affiliates, (ii) comply at taken as a whole, or the earliest practicable date with any request Companies, taken as a whole. The cost of filing fees under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“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 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 Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request borne by the FTC, the Antitrust Division or any other Governmental Authority. Each Party incurring such party shall use commercially reasonable efforts to furnish to each other 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 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 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 Lawsfees.

Regulatory Approvals. As soon as may be reasonably practicable (aand in any event within ten (10) Each calendar days) following the execution and delivery of Newcothis Agreement, Purchaser, REG each of Parent and the Company shall use their respective commercially reasonable efforts file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby (iincluding the Merger) make as required by the HSR Act, as well as comparable pre-merger notification filings, forms and submissions with any foreign Governmental Authority that may be required by the Antitrust Laws of any applicable foreign jurisdiction or cause be deemed desirable by Parent, in each case as Parent may deem necessary and/or appropriate. Each of Parent and the Company shall (a) cooperate and coordinate with the other in the making of such filings, (b) supply the other with any information that may be required in order to effectuate such filings, and (c) supply any additional information that reasonably may be made all filings required or requested by the FTC, the DOJ or the competition or merger control authorities of each any other jurisdiction and that Parent reasonably deems necessary and/or appropriate. Each party hereto shall promptly inform the other party or parties hereto, as the case may be, of them any communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement (including the Merger), including promptly furnishing the other with copies of notices or other written communications received by the Company or Parent, as the case may be, or any of their respective Subsidiaries Subsidiaries, from any Governmental Authority and/or third party with respect to such transactions. If any party hereto or Affiliates under the HSR Act Affiliate thereof receives a request for additional information or other Antitrust Laws documentary material from any such Governmental Authority with respect to the transactions contemplated hereby and by this Agreement (including the Common Plan AgreementsMerger), then such party shall use reasonable best efforts to make, or cause to be made, as appropriatesoon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. Subject to Applicable Law relating to the exchange of information, Parent and the Company shall each have the right to review in advance, and to the extent practicable each shall consult with the other in connection with, all of the information relating to Parent or the Company, as promptly as practicable, including seeking early termination, 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 may be, 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 either of them or any of their respective Subsidiaries Subsidiaries, that appears in any filing made with, or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or written materials submitted to any other Governmental Authority in respect of such filings or 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 Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law in connection with the Merger and the other transactions contemplated by this Agreement. Each such In exercising the foregoing rights, each of Parent and the Company shall act reasonably and as promptly as practicable. To the extent practicable under the circumstances, each 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 and its counsel with the opportunity 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 filingsfiling, investigation, 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 transactions contemplated hereby. Notwithstanding any other provision of this Agreement to the contrary, in this Section 6.4no event shall Parent or any of its Affiliates be required to (i) agree or proffer to divest or hold separate (in a trust or otherwise), including or take any other action with respect to, any of the assets or businesses of Parent or any of its Affiliates or, assuming the consummation of the Merger, the Surviving Corporation or any of its Affiliates, (ii) agree or proffer to limit in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made manner whatsoever or submitted by or on behalf not to exercise any rights of ownership of any party hereto relating to proceedings under securities (including the HSR Act Shares) or other Antitrust Laws(iii) enter into any agreement that in any way limits the ownership or operation of any business of Parent, the Company, the Surviving Corporation or any of their respective Affiliates.

Regulatory Approvals. (a) Each As promptly as practicable after the date of Newcothis Agreement, Purchaser, REG Parent and the Company shall each prepare and file the notification required of it under the HSR Act within 10 Business Days after the date hereof in connection with the Transactions and shall promptly and in good faith respond to all information requested of it by the U.S. Federal Trade Commission, U.S. Department of Justice or any other Governmental Entity in connection with such notification and otherwise cooperate in good faith with each other and such Governmental Entities. Each Party will promptly furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any filing or submission that is necessary under the HSR Act and will use their respective commercially reasonable best efforts to (i) make cause the expiration or cause termination of the applicable waiting periods as soon as practicable. Each Party will promptly furnish to be made all filings required the other such information and assistance as the other may reasonably request in connection with its preparation of each of them any filing or any of their respective Subsidiaries or Affiliates submission that is necessary under the HSR Act or any other Antitrust Laws and will use reasonable best efforts to cause the expiration or termination of the applicable waiting periods or obtain the applicable approvals as soon as practicable. Each Party will promptly provide the other with copies of all substantive written communications (and memoranda setting forth the substance of all substantive oral communications) between each of them, any of their Affiliates and their respective agents, representatives and advisors, on the one hand, and any Governmental Entity, on the other hand, with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, and, in any event, within ten (10) Business Days after the date of this Agreement in or the case Transactions. Without limiting the foregoing, Parent and the Company shall: (i) promptly inform the other 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 communication to or other Antitrust Laws for additional information, documents, or other materials received by either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”)Commission, the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority in respect of such filings or such transactions, and Entity regarding the Transactions; (iiiii) cooperate with permit 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 Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other 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 Authority regarding any such filings or any such transaction and permit the other party to review in advance any proposed substantive written communication by such party to any such Governmental Authority. No party hereto shall independently Entity and incorporate reasonable comments thereto; (iii) give the other prompt written notice of the commencement of any Legal Proceeding with respect to such transactions; (iv) not agree to participate in any formal substantive meeting or discussion with any such Governmental Authority Entity in respect of any such filingsfiling, investigationinvestigation or inquiry concerning this Agreement or the Transactions unless, or other inquiry without giving to the extent reasonably practicable, it consults with the other parties hereto prior notice of the meeting Party in advance and, to the extent permitted by such Governmental AuthorityEntity, gives the other Party the opportunity to attend and/or participateattend; (v) keep the other reasonably informed as to the status of any such Legal Proceeding; and (vi) promptly furnish each other with copies of all correspondence, filings (except for filings made under the HSR Act) and written communications between such Party and their Affiliates and their respective agents, representatives and advisors, on one hand, and any such Governmental Entity, on the other hand, in each case, with respect to this Agreement and the Transactions. Subject Each of the Company Transaction Fees and Parent Transaction Fees shall include 50% of any filing fees required by Governmental Entities, including with respect to applicable Lawany registrations, the parties hereto shall consult declarations and cooperate with one another filings required in connection with the matters described in execution and delivery of this Section 6.4Agreement, the performance of the obligations hereunder and the consummation of the Transactions, including filing fees 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 filings under the HSR Act or other Antitrust LawsAct.

Regulatory Approvals. (a) Each of NewcoIf necessary, Purchaser, REG Purchaser and the Company Sellers shall use their respective commercially reasonable efforts to (ia) make or 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 Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, practicable and, in any event, within ten five (105) Business Days after the date of this Agreement in the case of all filings required under the HSR Act and within four five (45) weeks Business Days in the case of all other filings required by other Antitrust Laws, (iib) 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 either each of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (the “FTC”), the Antitrust Division Antitrust Division of the U.S. United States Department of Justice (the “Antitrust Division Antitrust Division”) or any other Governmental Authority Body in respect of such filings or such transactions, and (iiic) 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 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 Body under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party Party shall use commercially reasonable best efforts to furnish to each other 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 Party shall promptly inform the other parties hereto Parties of any oral communication with, and provide copies of written communications with, any Governmental Authority 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 Authoritytransaction. No party Party hereto shall independently participate in any formal meeting with any Governmental Authority Body in respect of any such filings, investigation, or other inquiry without giving the other parties hereto Parties prior notice of the meeting and, to the extent permitted by such Governmental AuthorityBody, the opportunity to attend and/or participate. Subject to applicable Lawlaw, the parties hereto shall Parties will 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 Party relating to proceedings under the HSR Act or other Antitrust Laws. Sellers and Purchaser may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 8.4 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, 31 officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials (Sellers or Purchaser, as the case may be).

Regulatory Approvals. To the extent required to comply with the HSR Act, as soon as reasonably practicable following execution of this Agreement (abut in any event prior to twenty (20) Each days after the Petition Date), each of Newco, Purchaser, REG the Purchaser and the Company Sellers shall use their respective commercially reasonable efforts to (i) make or 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 Antitrust Laws with respect to the transactions contemplated hereby and hereby, with the fees for all such filings being paid by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, 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 LawsPurchaser, (ii) comply at the earliest practicable date with any request under the HSR Act Act, the Sxxxxxx Act, as amended, the Cxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other United States federal or state or foreign statutes, rules, regulations, orders, decrees, administrative or judicial doctrines or other Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws Laws”) for additional information, documents, or other materials received by either each of them or any of their respective Subsidiaries or Affiliates subsidiaries from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) DOJ or any other Governmental Authority Body in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable lawLaw, 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 DOJ or other Governmental Authority Body under any Antitrust Laws with respect to any such filing or any such transaction. Newco ; provided, however, that no party hereto shall be responsible for all filing fees required to provide any other party with copies of confidential documents or information included in its filings and expenses associated with the required filings submissions under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other 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 withAct, and provide copies of written communications withprovided, any Governmental Authority regarding further, that a party hereto may request entry into a joint defense agreement as a condition to providing any such filings or any such transaction materials 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 that, upon receipt 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 Lawthat request, the parties hereto shall consult work in good faith to enter into a joint defense agreement to create and cooperate with one another preserve attorney-client privilege in connection with a form and substance mutually acceptable to 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 Lawsparties.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG As soon as practicable and the Company shall use their respective commercially reasonable efforts to in no event later than twenty (i20) make or 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 Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, and, in any event, within ten (10) Business Days calendar 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 either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“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 such transactionsAgreement, and (iii) cooperate with each other assuming the full and timely cooperation and assistance of Seller, Purchaser shall prepare and file any applications, notices and filing required in connection with any such filing (including, order to obtain 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 transactionRegulatory Approvals. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party Purchaser shall use commercially reasonable efforts to furnish to obtain each other 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 approval as 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 as reasonably practicable and, to the extent permitted by such Governmental Authoritybest possible, in order to permit the opportunity Closing to attend and/or participateoccur not later than 180 calendar days following the Merger. Subject Seller will use reasonable best efforts to applicable Lawcooperate in connection therewith (including the furnishing of any information and any reasonable undertaking or reasonable commitments which may be required to obtain the Regulatory Approvals). Each party will provide the other with copies of any applications and all correspondence relating thereto prior to filing, other than material filed in connection therewith under a claim of confidentiality. Purchaser also agrees to furnish any reasonable undertaking or reasonable commitment, at no additional out of pocket cost to Purchaser, that may be required in order for Firstar or USB to obtain the Merger Approval. If any regulatory authority shall require the modification of any of the terms and provisions of this Agreement as a condition to granting any Regulatory Approval or the Merger Approvals, the parties hereto shall consult will negotiate in good faith to seek a mutually agreeable adjustment to the terms of the transaction contemplated hereby, such agreement not to be unreasonably withheld. In addition, and cooperate subject to the foregoing, Seller may be required to convey to Purchaser certain additional relationships, such as relationships of Branch or Commercial Banking Group customers who also have other loan or deposit relationships with Seller at other branches. For example, loans associated with checking accounts or depository relationships at more than one another in connection with branch of Seller may be required to be be assigned to the matters described in this Section 6.4branch, including in connection with any analyseswhich may be a Branch, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf where the borrower has the largest aggregate deposit balance. Seller will complete its analysis of any party hereto relating such "split" relationships within fourteen (14) days hereof, and provide such analysis to proceedings under Purchaser. Subject to the HSR Act or terms hereof, such "split" relationships that belong to customers of the Branches, along with such customers, shall be conveyed to Purchaser, and such "split" relationships that belong to customers of other Antitrust Lawsbranches, along with such customers, will remain with Seller. The schedules associated with this Agreement shall be adjusted, by mutual agreement of Seller and Purchaser, accordingly.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG and the Company and Seller (if necessary) shall use their respective commercially reasonable efforts to (i) make or cause to be made all filings required of each of them or any of their respective Subsidiaries subsidiaries or Affiliates under the HSR Act or other Antitrust Regulatory Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, practicable and, in any event, within ten (10) Business Days 30 days after the date of this Agreement in the case of all filings required under the HSR Act and within four (4) weeks 30 days after the date of this Agreement in the case of all other filings required by other Antitrust Regulatory Laws, (ii) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Regulatory Laws for additional information, documents, or other materials received by either each of them or any of their respective Subsidiaries subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority Body in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable lawLaw, 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 Body under any Antitrust Regulatory Laws with respect to any such filing or any such transaction. Newco Purchaser shall consult and coordinate with Seller and the Company to file or cause to be responsible filed, as promptly as practicable but in no event later than 30 days after the date of this Agreement, any application required to be filed by it, the Seller, the Company and/or the Company Group with FERC pursuant to Section 203 of the Federal Power Act. Purchaser shall consult and cooperate with Seller as to the contents of such application, the applicants thereto and the appropriate time of filing such application and shall respond promptly to any requests for all filing fees additional information made by FERC. Seller shall consult and expenses associated coordinate with Purchaser to file or cause to be filed, as promptly as practicable, any pre-approval application required to be filed by the Seller, the Company, the Company Group and/or the Purchaser with the required filings under FCC pursuant to Section 310 of the HSR Act Communications Act. Purchaser shall consult and all responses cooperate with Seller as to the contents of such application, the applicants thereto and the appropriate time of filing such application and shall respond promptly to any request requests for additional information made by the FTC, the Antitrust Division or any other Governmental AuthorityFCC. Each such party shall use commercially its reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law 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 Authority 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 Authoritytransaction. No party hereto shall independently participate in any formal meeting with any Governmental Authority 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 AuthorityBody, the opportunity to attend and/or or participate. Subject to applicable Law, the parties hereto shall will 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 Regulatory Laws. Any party may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other parties under this Section 8.4 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG and the Company shall use their respective commercially reasonable efforts to (i) make or 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 Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, and, in any event, within Within ten (10) Business Days after the date hereof, Parent and the Company shall each prepare and file the notification required of this Agreement it under the HSR Act in connection with the case Transactions and shall promptly and in good faith respond to all information requested of all filings required it by the U.S. Federal Trade Commission, U.S. Department of Justice, or any other Governmental Entity in connection with such notification and otherwise cooperate in good faith with each other and such Governmental Entities. Each Party will promptly furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any filing or submission that is necessary under the HSR Act and within four (4) weeks will use commercially reasonable efforts to cause the expiration or termination of the applicable waiting periods as soon as practicable, including by requesting early termination of the HSR waiting period. Neither Parent nor the Company shall, and each shall use its commercially reasonable efforts to cause their respective Affiliates not to, directly or indirectly take any action, including, directly or indirectly, acquiring or investing in any Person or acquiring, leasing or licensing any assets, or agreement to do any of the foregoing, if doing so would reasonably be expected to impose any material delay in the case obtaining of, or significantly increase the risk of all other filings not obtaining, any required by other Antitrust Laws, (ii) comply at the earliest practicable date with any request approval under the HSR Act or Act. Each Party will promptly provide the other Antitrust Laws for additional informationwith copies of all substantive written communications (and memoranda setting forth the substance of all substantive oral communications) between each of them, documents, or other materials received by either of them or any of their Subsidiaries and their respective Subsidiaries agents, representatives and advisors, on the one hand, and any Governmental Entity, on the other hand, with respect to this Agreement or Affiliates the Transactions. Without limiting the foregoing, Parent and the Company shall: (i) promptly inform the other of any communication to or from the U.S. Federal Trade Commission (“FTC”)Commission, the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority in respect of such filings or such transactions, and Entity regarding the Transactions; (iiiii) cooperate with permit 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 Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other 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 Authority regarding any such filings or any such transaction and permit the other party to review in advance any proposed substantive written communication by such party to any such Governmental Authority. No party hereto shall independently Entity and incorporate reasonable comments thereto; (iii) give the other prompt written notice of the commencement of any Legal Proceeding with respect to such transactions; (iv) not agree to participate in any formal substantive meeting or discussion with any such Governmental Authority Entity in respect of any such filingsfiling, investigationinvestigation or inquiry concerning this Agreement or the Transactions unless, or other inquiry without giving to the extent reasonably practicable, it consults with the other parties hereto prior notice of the meeting Party in advance and, to the extent permitted by such Governmental AuthorityEntity, gives the other Party the opportunity to attend and/or participate. Subject attend; (v) keep the other reasonably informed as to the status of any such Legal Proceeding; and (vi) promptly furnish each other with copies of all correspondence, filings (except for filings made under the HSR Act) and written communications between such Party and their Subsidiaries and their respective agents, representatives and advisors, on one hand, and any such Governmental Entity, on the other hand, in each case, with respect to this Agreement and the Transactions; provided that materials required to be supplied pursuant to this section may be redacted (1) to remove references concerning the valuation of the Company, (2) as necessary to comply with contractual arrangements, (3) as necessary to comply with applicable Law, and (4) as necessary to address reasonable privilege or confidentiality concerns; provided, further, that a Party may reasonably designate any competitively sensitive material provided to another Party under this Section 6.6 as “Outside Counsel Only”. Parent, on the parties hereto one hand, and the Company, on the other hand, shall consult each pay 50% of any filing fees required by Governmental Entities, including with respect to any registrations, declarations and cooperate with one another filings required in connection with the matters described in execution and delivery of this Section 6.4Agreement, the performance of the obligations hereunder and the consummation of the Transactions, including filing fees 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 filings under the HSR Act but excluding the filing fees to be paid to the SEC with respect to the Amalgamation Materials, which shall be borne by Parent. Neither Parent nor the Company shall agree to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Transactions at the behest of any Governmental Entities without the written consent of the other Antitrust Laws(such consent not to be unreasonably withheld, conditioned or delayed).

Regulatory Approvals. (a) Each As promptly as practicable after the date of Newcothis Agreement, Purchaser, REG Parent and the Company (or after the Reorganization, Newco) shall use their respective commercially reasonable efforts to (i) make or cause to be made all filings each prepare and file the notification required of each of them or any of their respective Subsidiaries or Affiliates it under the HSR Act or other Antitrust Laws in connection with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, and, in any event, Transactions within ten (10) Business Days after the date hereof and shall promptly and in good faith respond to all information requested of this Agreement it by the U.S. Federal Trade Commission, U.S. Department of Justice, or any other Governmental Entity in connection with such notification and otherwise cooperate in good faith with each other and such Governmental Entities. Each Party will promptly furnish to the case other such information and assistance as the other may reasonably request in connection with its preparation of all filings required any filing or submission that is necessary under the HSR Act and within four (4) weeks will use reasonable best efforts to cause the expiration or termination of the applicable waiting periods as soon as practicable, including by requesting early termination of the HSR waiting period. Parent shall not, and shall cause its Affiliates not to, directly or indirectly take any action, including, directly or indirectly, acquiring or investing in any Person or acquiring, leasing or licensing any assets, or agreement to do any of the foregoing, if doing so would reasonably be expected to impose any material delay in the case obtaining of, or significantly increase the risk of all other filings not obtaining, any required by other Antitrust Laws, (ii) comply at the earliest practicable date with any request approval under the HSR Act or Act. Each Party will promptly provide the other Antitrust Laws for additional informationwith copies of all substantive written communications (and memoranda setting forth the substance of all substantive oral communications) between each of them, documents, or other materials received by either of them or any of their Subsidiaries and their respective Subsidiaries agents, representatives and advisors, on the one hand, and any Governmental Entity, on the other hand, with respect to this Agreement or Affiliates the Transactions. Without limiting the foregoing, Parent and the Company (or after the Reorganization, Newco) shall: (i) promptly inform the other of any communication to or from the U.S. Federal Trade Commission (“FTC”)Commission, the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority in respect of such filings or such transactions, and Entity regarding the Transactions; (iiiii) cooperate with permit 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 Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other 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 Authority regarding any such filings or any such transaction and permit the other party to review in advance any proposed substantive written communication by such party to any such Governmental Authority. No party hereto shall independently Entity and incorporate reasonable comments thereto; (iii) give the other prompt written notice of the commencement of any Legal Proceeding with respect to such transactions; (iv) not agree to participate in any formal substantive meeting or discussion with any such Governmental Authority Entity in respect of any such filingsfiling, investigationinvestigation or inquiry concerning this Agreement or the Transactions unless, or other inquiry without giving to the extent reasonably practicable, it consults with the other parties hereto prior notice of the meeting Party in advance and, to the extent permitted by such Governmental AuthorityEntity, gives the other Party the opportunity to attend and/or participate. Subject attend; (v) keep the other reasonably informed as to the status of any such Legal Proceeding; and (vi) promptly furnish each other with copies of all correspondence, filings (except for filings made under the HSR Act) and written communications between such Party and their Subsidiaries and their respective agents, representatives and advisors, on one hand, and any such Governmental Entity, on the other hand, in each case, with respect to this Agreement and the Transactions; provided, that materials required to be supplied pursuant to this section may be redacted (1) to remove references concerning the valuation of the Company (or after the Reorganization, Newco), (2) as necessary to comply with contractual arrangements, (3) as necessary to comply with applicable Lawlaw, and (4) as necessary to address reasonable privilege or confidentiality concerns; provided, further, that a Party may reasonably designate any competitively sensitive material provided to another party under this Section 4(g) as “Outside Counsel Only.” Parent, on the parties hereto one hand, and the Company (or after the Reorganization, Newco), on the other hand, shall consult each pay 50% of any filing fees required by Governmental Entities, including with respect to any registrations, declarations and cooperate with one another filings required in connection with the matters described in execution and delivery of this Section 6.4Agreement, the performance of the obligations hereunder and the consummation of the Transactions, including filing fees 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 filings under the HSR Act or other Antitrust LawsAct.

Regulatory Approvals. (a) Each As promptly as practicable after the date of Newcothis Agreement, Purchaser, REG Parent and the Company shall use their respective commercially reasonable efforts to (i) make or cause to be made all filings each prepare and file the notification required of each of them or any of their respective Subsidiaries or Affiliates it under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, and, in any event, within ten (10) Business Days after the date hereof in connection with the Transactions and shall promptly and in good faith respond to all information requested 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 it 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 either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”)Commission, the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority in respect of connection with such filings or such transactions, notification and (iii) otherwise cooperate in good faith with each other and such Governmental Authorities. Parent and the Company will each promptly furnish to the other such information and assistance as the other may reasonably request 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 its preparation 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. Newco shall be responsible for all filing fees and expenses associated with the required filings submission that is necessary under the HSR Act or any other Antitrust Laws and will use reasonable best efforts to cause the expiration or termination of the applicable waiting periods or obtain the applicable approvals as soon as practicable. Parent and the Company will each promptly provide the other with copies of all responses substantive written communications (and memoranda setting forth the substance of all substantive oral communications) between each of them, any of their Affiliates and their respective agents, representatives and advisors, on the one hand, and any Governmental Authority, on the other hand, with respect to this Agreement or the Transactions. Without limiting the foregoing, Parent and the Company shall: (i) promptly inform the other of any request by communication to or from the FTCU.S. Federal Trade Commission, the Antitrust Division U.S. Department of Justice or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other 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 Authority regarding any such filings or any such transaction and of the Transactions; (ii) permit the each other party to review in advance any proposed substantive written communication by such party to any such Governmental Authority. No party hereto shall independently Authority and incorporate reasonable comments thereto; (iii) give the other prompt written notice of the commencement of any Action with respect to any of the Transactions; (iv) not agree to participate in any formal substantive meeting or discussion with any such Governmental Authority in respect of any such filingsfiling, investigationinvestigation or inquiry concerning this Agreement or any of the Transactions unless, or other inquiry without giving to the extent reasonably practicable, it consults with the other parties hereto prior notice of the meeting party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and/or participateattend; (v) keep each other reasonably informed as to the status of any such Action; and (vi) promptly furnish each other with copies of all correspondence, filings (except for filings made under the HSR Act) and written communications between such party and their Affiliates and their respective agents, representatives and advisors, on one hand, and any such Governmental Authority, on the other hand, in each case, with respect to this Agreement and the Transactions. Subject Each of Parent and the Company may, as they deem necessary, designate any sensitive materials to applicable Law, the parties hereto shall consult and cooperate with one another be exchanged in connection with the matters described in this Section 6.49.05 as “outside-counsel only.” Any such materials, as well as the information contained therein, shall be provided only to a receiving party’s outside counsel (and mutually-acknowledged outside consultants) and not disclosed by such counsel (or consultants) to any employees, officers or directors of the receiving party without the advance written consent of the party supplying such materials or information. Parent and the Company shall each pay 50% of any filing fees required by Governmental Authorities, including filing fees in connection with filings under the HSR Act. Parent, Merger Sub I and Merger Sub II (and their respective Affiliates, if applicable) shall not, either alone or acting in concert with others, take any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made action that could reasonably be expected to materially increase the risk of not achieving or submitted by or on behalf of materially delaying the approval of any party hereto relating to proceedings Governmental Authority, or the expiration or termination of any waiting period under the HSR Act or other Antitrust Laws, including by acquiring or offering to acquire any other person, or the assets of, or equity in, any other Person. In furtherance and not in limitation of the foregoing, if and to the extent necessary to obtain clearance of the Transactions pursuant to the HSR Act and any other Antitrust Laws applicable to the Transactions, each of Parent, Merger Sub I and Merger Sub II shall: (A) offer, negotiate, commit to and effect, by consent decree, hold separate order or otherwise (1) the sale, divestiture, license or other disposition of any and all of the capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses of the Company and (2) any other restrictions on the activities of the Company; provided, however, that Company (and their respective Affiliates, if applicable) shall not be required to take (and the Parent and Merger Subs shall not take, without the prior written consent of Company) any action under this Section 9.05 (and for the avoidance of doubt, none of the foregoing actions contemplated by this Section 9.05(A) shall be taken by Parent or its Affiliates without the prior written consent of the Company); and (B) use reasonable best efforts to contest, defend and appeal any legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG Purchaser and the Company Seller shall use their respective commercially reasonable efforts to (i) make or 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 any Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, 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 LawsAgreement, (ii) comply at the earliest practicable date with any request under the HSR Act or other any Antitrust Laws for additional information, documents, or other materials received by either each of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority Body in respect of such filings or such transactions, transactions and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable lawApplicable 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 Body under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law 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 Authority 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 Authoritytransaction. No party hereto shall independently participate in any formal meeting with any Governmental Authority 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 AuthorityBody, the opportunity to attend and/or participate. Subject to applicable Applicable Law, the parties hereto shall will 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 any Antitrust Laws.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG and the Company Parties shall use their respective commercially reasonable efforts cooperate with one another to prepare all necessary documentation (iincluding furnishing all information required) make or 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 Antitrust Laws with respect to effect promptly all necessary filings and to obtain all consents, waivers and approvals necessary to consummate the transactions contemplated hereby and by the Common Plan Agreements, Merger as appropriate, as promptly as practicable, including seeking early termination, and, listed in any event, within ten (10Section 2.3(b) 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 either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“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 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 Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental AuthorityDisclosure Letter. Each such party shall use commercially reasonable efforts to furnish to each other 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 Party shall promptly inform the other parties hereto Parties of any oral communication with, and provide copies of written material communications with, with any Governmental Authority Antitrust 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 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 participateMerger. Subject to applicable LawLaw and the terms hereof, the parties hereto shall Parties will 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 Party relating to proceedings under the HSR Act and/or responding to requests or objections made by any Governmental Antitrust Entity. In connection with and without limiting the foregoing, but subject to the terms hereof, unless prohibited by applicable Law or by the applicable Governmental Antitrust Entity, the Parties hereto agree to (i) give each other reasonable advance notice of all meetings with any Governmental Antitrust Entity relating to this Agreement, (ii) permit counsel for both Parties to participate in any in-person meetings with the Governmental Antitrust Entity, if and to the extent permitted by that Authority, (iii) provide each other (or counsel of each Party, as appropriate) with copies of all written and summaries of all oral communications from any Governmental Antitrust Entity relating to this Agreement, (iv) provide each other (or counsel of each Party, as appropriate) with drafts of all proposed written communications with the Governmental Antitrust Entity and consider in good faith the comments of the other Party on such draft, and (v) otherwise keep the other Party reasonably apprised with respect to any communications and developments with any Governmental Antitrust Entity regarding this Agreement. Any such disclosures or provisions of information by one Party to the other may be made on a counsel-only basis to the extent required under applicable Law or as appropriate to protect confidential business information. Notwithstanding the foregoing, any materials furnished by Parent or the Company to the other party pursuant to this Section 4.1 may be redacted to remove references concerning the valuation of the Company or as Parent or the Company, as applicable, determines in good faith is necessary to comply with applicable Law or to address reasonable attorney-client or other Antitrust Lawsprivilege concerns. In addition to, and not in limitation of, the foregoing, a Party may request entry into a joint defense or similar agreement as a condition to providing disclosure or materials not provided to such Party pursuant to the two preceding sentences and that, upon receipt of that request, the Parties shall work in good faith to enter into a joint defense agreement or other similar arrangement to create and preserve attorney-client privilege or to address other concerns in order to provide such Party with such information in a form and substance mutually acceptable to the Parties.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG Acquiror and the Company shall use their respective commercially reasonable efforts its Best Efforts to (i) make or 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 Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, practicable and, in any event, within ten (10) Business Days 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 LawsAgreement, (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 either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“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 such transactions, and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable lawLaw, 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. Newco Acquiror shall be responsible for all filing fees and expenses legal and other expenses, including those of the Company associated with the required filings under the HSR Act and all responses to any Act; provided, however, in the event of a second request by the FTC, the Antitrust Division or any other Governmental AuthorityAuthority in respect of such filings, all expenses incurred in connection with responding to such requests shall be borne by the party incurring such expenses. Each such party shall use commercially reasonable efforts its Best Efforts to furnish to each other in a timely manner 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 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 Section 6.46.05, 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.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG the Parties shall cooperate and the Company shall use their respective commercially reasonable best efforts to (i) make take, or cause to be made taken, all filings required of each of them actions, and to do, or any of their respective Subsidiaries or Affiliates under the HSR Act or other Antitrust Laws with respect cause to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, be done as promptly as practicable, including seeking early terminationall things necessary, and, in any event, within ten (10) Business Days after the date of this Agreement in the case of all filings required proper and advisable under the HSR Act and within four (4) weeks in the case of all other filings required by other Antitrust applicable Laws, (ii) comply at to consummate and make effective as promptly as practicable the earliest practicable date with Transactions, including providing any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“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 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 Authority under any Antitrust Laws with respect notices to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the Person required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other 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 consummation of the other parties hereto of any oral communication withTransactions, and provide copies of written communications withobtaining any licenses, consents, waivers, approvals, authorizations, qualifications and Governmental Orders necessary to consummate the Transactions; provided, that (i) in no event shall any Governmental Authority regarding party be required to pay 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 filingsmaterial fee, investigation, penalty or other inquiry without giving consideration to obtain any license, Permit, consent, approval, authorization, qualification or waiver required under any Contract for the other parties hereto prior notice consummation of the meeting and, Transactions (other than fees or expenses payable 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 SEC in connection with the matters described in this Section 6.4Transactions, including in connection with any analysesthe Form S-4 and Proxy Statement / Prospectus, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating filing fees payable pursuant to proceedings under the HSR Act or other Antitrust Laws, and any other ordinary course filing fees in connection with Governmental Filings required to consummate the Transactions) and (ii) without the prior written consent of FTAC not to be unreasonably withheld, conditioned or delayed, neither Tempo nor any of its Subsidiaries, including the BD Subsidiary, shall agree to any material restriction to be imposed by FINRA as a condition to obtaining approval from FINRA pursuant to FINRA Rule 1017, including without limitation any requirement to maintain an amount of Regulatory Capital in excess of the amount of Regulatory Capital required under Rule 15c3-1 of the Exchange Act as of the Original Execution Date. Subject to appropriate confidentiality protections and applicable Antitrust Laws, each party hereto shall furnish to the other parties such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG Sellers and the Company Sellers Representative (if necessary) shall use their respective commercially reasonable efforts to (i) make or 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 Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, 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 either each of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority Body in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable lawLaw, providing copies of all such documents to the non-filing parties 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 Federal Trade Commission or other Governmental Authority Body under any the HSR Act or other applicable Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party Party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law Law in connection with the transactions contemplated by this Agreement. Each such party Party shall promptly inform the other parties hereto Party of any oral communication with, and provide copies of written communications with, any Governmental Authority 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 Authoritytransaction. No party hereto such Party shall independently participate in any formal meeting with any Governmental Authority Body in respect of any such filings, investigation, or other inquiry without giving the other parties hereto Party prior notice of the meeting and, to the extent permitted by such Governmental AuthorityBody, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall Purchaser and Sellers Representative will 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 Party relating to proceedings under the HSR Act or other Antitrust Laws. Purchaser and Sellers Representative may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 5.4 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. Sellers and Purchaser shall each pay, or reimburse the other, fifty percent (50%) of any filing fees in connection with the filings required under the HSR Act.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG First Defiance and the Company shall use their respective commercially reasonable efforts to (i) make or cause to be made all filings required of each of them or any of United Community and their respective Subsidiaries or Affiliates under will cooperate and use all reasonable best efforts to as promptly as possible prepare, file, effect and obtain all Requisite Regulatory Approvals (and shall use reasonable best efforts to make such filings within 30 days of the HSR Act or other Antitrust Laws date of this Agreement), and the parties will comply with the terms of such Requisite Regulatory Approvals. Each of First Defiance and United Community will have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable Legal Requirements relating to the exchange of information, with respect to all substantive written information submitted to any Regulatory Authority in connection with the transactions contemplated hereby Requisite Regulatory Approvals. In exercising the foregoing right, each of the parties will act reasonably and by the Common Plan Agreements, as appropriate, as promptly as practicable. Each party agrees that it will consult with the other party with respect to obtaining all permits, including seeking early terminationconsents, and, in any event, within ten (10) Business Days after the date of this Agreement in the case approvals and authorizations of all filings required under Regulatory Authorities necessary or advisable to consummate the HSR Act Contemplated Transactions, and within four (4) weeks in each party will keep 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 either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division party apprised of the U.S. Department status of Justice (material matters relating to completion of the “Antitrust Division”) Contemplated Transactions. First Defiance and United Community will, upon request, furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or any other Governmental Authority in respect of such filings or such transactions, and (iii) cooperate with each other advisable in connection with any such filing (includingfiling, 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 notice 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. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other 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 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 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 such other party or any party hereto relating of its Subsidiaries with or to proceedings under any Regulatory Authority in connection with the HSR Act or other Antitrust LawsContemplated Transactions.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG Acquiror and the Company shall use their respective commercially reasonable best efforts to (i) make promptly file or 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 Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, and, in any eventfiled, within ten five (105) Business Days after from the date of this Agreement in the case of hereof, 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 either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“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 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 Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses required filings under other applicable Antitrust Laws that Acquiror and the Company reasonably determine in good faith to any request by be necessary or appropriate to consummate the FTCTransactions (collectively, the “Antitrust Division or Filings”), shall consult and cooperate with each other in the preparation of such filings, and shall promptly inform each other of any other Governmental Authority. Each material communication received by such party from any Antitrust Authority regarding the Transactions. The Company and Acquiror shall use commercially reasonable efforts to furnish to review and discuss in advance, and consider in good faith the views of each other 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 proposed written or material oral communication with, and provide copies of written communications with, 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 Antitrust Authority. No party hereto Acquiror and the Company shall independently not participate in any formal meeting with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving Entity unless it first consults with the other parties hereto prior notice of the meeting andin advance, and to the extent permitted by such the Governmental AuthorityEntity, gives the other the opportunity to attend and/or participatebe present thereat. Subject Neither Acquiror nor the Company shall agree to applicable Lawany voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Transactions at the behest of any Antitrust Authority without the written consent of the other (such consent not to be unreasonably withheld, conditioned or delayed). Each of Acquiror and the parties hereto Company shall consult and cooperate with one another in connection with the matters described in this Section 6.4, including be responsible for its own filing fees required to be paid in connection with any analysesAntitrust Filing. Notwithstanding anything in this Agreement to the contrary, appearancesnothing in this Section 9.02 shall require the Company or Acquiror to (i) propose, presentationsnegotiate, memorandacommit to or effect, briefsby consent decree, argumentshold separate order, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under otherwise, the HSR Act sale, transfer, license, divestiture or other disposition of, or any prohibition or limitation on the ownership, operation, effective control or exercise of full rights of ownership of, any of the businesses, product lines or assets of Acquiror or of the Company or the Company Subsidiaries, and (ii) defend any judicial or administrative action or similar proceeding instituted (or threatened to be instituted) by any Person under any Antitrust LawsLaw or seek to have any stay, restraining order, injunction or similar order entered by any Governmental Entity vacated, lifted, reversed, or overturned.

Regulatory Approvals. (a) Each S&T will, and will cause its appropriate Affiliates to, and each of NewcoParent and Merger Sub will use, Purchaserin each case, REG its best efforts to obtain any authorizations, consents, orders and approvals of any Governmental Authority necessary for the performance of its respective obligations pursuant to this Agreement and the Company shall use their respective commercially reasonable efforts to (i) make or cause to be made all filings required Transaction Documents, and the consummation 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 and by thereby, and will cooperate fully with each other in all reasonable respects in promptly seeking to obtain such authorizations, consents, orders and approvals. Neither S&T, Parent, nor Merger Sub will take any action that will have the Common Plan Agreementseffect of delaying, as appropriateimpairing or impeding the receipt of any required regulatory approvals. Without limiting the generality of the foregoing, as if applicable, S&T and Parent will promptly as practicable, including seeking early termination, and, in any event, within ten (10) Business Days after file or cause to be filed with 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 either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“"FTC”), ") and the Antitrust Division of the U.S. United States Department of Justice ("DOJ"), Notification and Report Forms and documentary materials which substantially comply with the “Antitrust Division”provisions of the HSR Act and the rules thereunder. S&T shall pay (or shall reimburse Parent for) all fees associated with the filing of any such Notification and Report Forms or any related materials and information (other Governmental Authority than the fees and expenses of Parent's legal, financial or other professionals engaged to provide services in respect of such filings or such transactionsfiling); PROVIDED, and (iii) cooperate with each other in connection HOWEVER, that Parent shall pay all fees associated with any such filing (includingNotification, Report Forms and documentary materials necessary 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. Newco shall be responsible for all filing fees and expenses associated substantially comply with the required filings under provisions of the HSR Act and all responses to the rules thereunder. Parent and S&T will promptly file any additional information requested as soon as practicable after receipt of a request by the FTC, the Antitrust Division or any other Governmental Authorityfor additional information. Each such party shall Parent and S&T will use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any obtain early termination of the applicable law in connection with waiting period under the transactions contemplated by this AgreementHSR Act. Each such party shall promptly inform the other The 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 will coordinate and cooperate with one another in connection with the matters described in this Section 6.4, including exchanging such information and providing such reasonable assistance as may be requested in connection with such filing. S&T will supply Parent with copies of all correspondence, filings or communications (or memoranda setting forth the substance thereof) between S&T or its representatives, on the one hand, and the FTC, the DOJ or any analysesother Governmental Authority or members of their respective staffs, appearanceson the other hand, presentations, memoranda, briefs, arguments, opinions and proposals made with respect to this Agreement or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust Lawstransactions contemplated hereby.

Regulatory Approvals. (1) Notwithstanding any other provision of this Agreement, each of the Parent and the Purchaser and the Company shall, and shall cause each of their respective affiliates to, use its reasonable best efforts to promptly and expeditiously take all steps in order to permit the Closing to occur as soon as reasonably practicable and in any event prior to the Outside Date and to obtain the Regulatory Approvals as promptly as practicable including: (a) Each as soon as reasonably practicable following the date hereof or such other period of Newco, Purchaser, REG and the Company shall use their respective commercially reasonable efforts time as may be agreed to (i) make or 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 Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan AgreementsParties, filing all required and advisable filings or notifications necessary to commence the regulatory review processes in connection with the Required Regulatory Approvals; (b) promptly providing as appropriate, expeditiously as promptly as practicable, including seeking early termination, and, in any event, within ten (10) Business Days after the date of this Agreement in the case of possible 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, documentsdocuments and data to Governmental Entities as may be requested, required or other materials received by either of them ordered pursuant to statutory and non-statutory requests for information, supplemental information requests, second requests and any court orders in connection with the Required Regulatory Approvals; (c) not withdrawing any filings or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority notifications in respect of such filings the Required Regulatory Approvals or such transactions, and (iii) cooperate with each other in connection with agreeing to extend any such filing (including, to waiting periods or review periods without 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 written consent of the FTCother Parties; (d) responding to and defending all interim, injunctive or substantive proceedings on the Antitrust Division or other Governmental Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTCmerits, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required including appeals, for any application interim, interlocutory or other filing to be made pursuant to any applicable law in connection with permanent order, judgment or injunction which would have the effect of delaying, preventing or prohibiting the consummation of, the transactions contemplated by this Agreement. Each such party shall promptly inform Agreement or that could reasonably be expected to increase the other parties hereto difficulty of any oral communication withobtaining, or the length of time required to obtain, the Regulatory Approvals, and provide copies pursuing all available appeals and interventions; and (e) in the case of written communications withthe Parent and the Purchaser, any Governmental Authority regarding any such filings proposing, negotiating, accepting, agreeing to, committing to and/or effecting, by consent agreement, consent decree, undertakings, commitments 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 otherwise with any Governmental Authority in respect Entity, the sale, licence, divestiture or disposition of any such filingsof the assets, investigationentities, properties, businesses, contracts and licences to be acquired by them pursuant to this Agreement, or of any of their pre-existing assets, entities, properties, businesses, contracts and licences, or any behavioural or other inquiry without giving the other parties hereto prior notice remedy or measures imposing conditions, restraints or limitations on any of the meeting andassets, properties, businesses, contracts and licences referred to above, so as to allow the Regulatory Approvals to occur prior to the extent permitted by such Governmental AuthorityOutside Date (each a “Divestiture Action”); provided, the opportunity to attend and/or participate. Subject to applicable Lawhowever, the parties hereto shall consult and cooperate with one another in connection with the matters described that notwithstanding anything in this Section 6.44.5 or otherwise in this Agreement, including in connection with any analysesno event shall the Parent or the Purchaser be required to commit to or take a Divestiture Action, appearancesother than a Divestiture Action that, presentationsindividually or in the aggregate, memorandawould not reasonably be expected to have a Material Adverse Effect (excluding, briefsfor purposes of the foregoing, argumentssubsections (h) and (i) of the definition of “Material Adverse Effect” in Section 1.1) as measured on the Parent, opinions the Purchaser and proposals made or submitted by or the Company taken on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust Lawsa combined and aggregate basis.

Regulatory Approvals. (a) Each of NewcoParent and, Purchaserwhere applicable, REG and the Company shall use their respective commercially reasonable efforts to (i) make or cause to be made all the registrations, declarations and initial filings required of each of them or any of their respective Subsidiaries or Affiliates such party under the HSR Act and any other Antitrust Law or other Law as set forth on Schedule 6.4(a)(i) (“Antitrust Laws Filings”) with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, this Agreement as promptly as practicable, including seeking early termination, and, in any event, within ten (10) Business Days reasonably practicable and advisable after the date of this Agreement (but in no event later than thirty (30) calendar days from the case date of all this Agreement), and any filing fees associated therewith shall be paid solely by the Parent and such initial filings required from Parent and the Company shall request early termination of any applicable waiting period under the HSR Act and within four (4) weeks in the case of all other filings required by other Antitrust LawsAct, (ii) comply at make or cause to be made the earliest registrations, declarations and filings required of such party by a Governmental Authority in the PRC as set forth on Schedule 6.4(a)(ii) (“PRC Regulatory Filings”) with respect to the transactions contemplated by this Agreement as promptly as reasonably practicable and advisable after the date with of this Agreement, (iii) agree not to extend any request waiting period under the HSR Act or enter into any agreement with any Governmental Body not to consummate the transaction contemplated by this Agreement, except with the prior written consent of the other Antitrust Laws party not to be unreasonably withheld, conditioned or delayed, (iv) subject to applicable Law, furnish to the other party as promptly as reasonably practicable all information required for additional information, documents, any application or other materials filing to be made by the other party pursuant to any applicable Law in connection with the transactions contemplated by this Agreement, including without limitation to those approvals listed in Schedule 7.1(d) hereof, (v) respond as promptly as reasonably practicable to any inquiries received by either of them from, and supply as promptly as reasonably practicable any additional information or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”)documentation that may be requested by, the Antitrust Division of the U.S. Department of Justice (the “DOJ”), the Federal Trade Commission (“FTC”), or by any other Governmental Body in respect of such Antitrust Division”Filings or PRC Regulatory Filings, this Agreement, or the transactions contemplated hereby, (vi) promptly notify the other party of any material communication between that party and the FTC, the DOJ, or any other Governmental Authority Body in respect of such filings any Antitrust Filings or such transactionsPRC Regulatory Filings, or investigation, inquiry or other Proceeding relating to this Agreement, the transactions contemplated hereby and (iii) cooperate with each other of any material communication received or given in connection with any Proceeding by a private party relating to the transactions contemplated hereby, (vii) subject to applicable Law, discuss with and invite the other party (and its counsel) to review in advance, and consider in good faith the other party’s reasonable comments in connection with, any Antitrust Filing, PRC Regulatory Filing or communication to the FTC, the DOJ, or any other Governmental Body or, in connection with any Proceeding by a private party to any other Person, relating to any Antitrust Filing, PRC Regulatory Filing or investigation, inquiry or other Proceeding relating to this Agreement, or the transactions contemplated hereby (provide that the receipt of such filing comments does not cause unreasonable delay), (includingviii) not participate or agree to participate in any material meeting, telephone call or discussion with the FTC, the DOJ, or any other Governmental Body in respect of any Antitrust Filing, PRC Regulatory Filing or investigation or inquiry relating to this Agreement, or the transactions contemplated hereby unless it invites the other party in advance and, to the extent permitted by such Governmental Body, invites the other party to attend and participate in such meeting, telephone call or discussion (provided that the inclusion of the other party does not cause unreasonable delay), (ix) subject to applicable lawLaw, providing furnish the other party promptly with copies of all such documents correspondence, filings and communications between them and their Affiliates on the one hand, and the FTC, the DOJ, or any other Governmental Body or members of their respective staffs on the other hand, with respect to any Antitrust Filing or PRC Regulatory Filing, investigation, inquiry, or Proceeding relating to this Agreement, or the non-filing parties prior to filing transactions contemplated hereby and considering all reasonable additions, deletions or changes suggested (x) act in good faith and reasonably cooperate with the other party in connection therewith) with any Antitrust Filings or PRC Regulatory Filings and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division such agency or other Governmental Authority Body under the HSR Act or any other Antitrust Laws Law or other Law with respect to any such filing Antitrust Filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTCPRC Regulatory Filing, the Antitrust Division this Agreement or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law in connection with the transactions contemplated by hereby. Notwithstanding anything in this Agreement. Each such party shall promptly inform Agreement to the contrary, but without limiting the scope of the commitments in this Section 6.4, Parent shall, on behalf of the parties, control and lead all communications and strategy relating to the Antitrust Laws or other parties hereto of any oral communication withLaws as set forth on Schedule 6.4(a)(i) and Schedule 6.4(a)(ii) and litigation matters relating to the Antitrust Laws or other Laws as set forth on Schedule 6.4(a)(i) and Schedule 6.4(a)(ii) (provided that the Company is not prohibited from complying with applicable Law), subject to good faith consultations with the Company (including but not limited to permitting the Company and its counsel to review in advance, and provide copies of written communications considering the Company’s comments in connection with, any Governmental Authority regarding any such filings Antitrust Filing or any such transaction and permit the PRC Regulatory Filing or other party to review in advance any proposed communication by such party to any Governmental Authority. No party hereto shall independently participate in Body, subject to applicable Law) and the inclusion of the Company at meetings, telephone calls or discussions with Governmental Bodies with respect to any formal meeting with any Governmental Authority in respect of any such filings, investigation, discussion related to this Agreement under the Antitrust Laws or other inquiry without giving the other parties hereto prior notice of the meeting andLaws as set forth on Schedule 6.4(a)(i) and Schedule 6.4(a)(ii), to the extent permitted by such Governmental Authority, Bodies and subject to 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 avoidance of any party hereto relating to proceedings under the HSR Act or other Antitrust Lawsunreasonable delays.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG and the Company Parties shall use their respective commercially reasonable efforts cooperate with one another to prepare all necessary documentation (iincluding furnishing all information required) make or 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 Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, 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 either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority in respect of such applicable Competition Laws to effect promptly all necessary filings or such transactionsand to obtain all consents, waivers and (iii) cooperate with each other in connection with any such filing (including, approvals necessary 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. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law in connection with consummate the transactions contemplated by this Agreement. Each such party Party shall promptly (and in any event within one (1) Business Day) inform the other parties hereto Parties of any oral communication with, and provide copies of written communications with, with any Governmental Authority Antitrust Entity regarding any such filings or any such transaction and permit the other party to review in advance any proposed communication transactions contemplated 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 participatethis Agreement. Subject to applicable LawLaw and the terms hereof, the parties hereto shall Parties will 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 Party relating to proceedings Proceedings under the HSR Act or other Competition Laws and/or responding to requests or objections made by any Governmental Antitrust LawsEntity. In connection with and without limiting the foregoing, but subject to the terms hereof, unless prohibited by applicable Law or by the applicable Governmental Antitrust Entity, the Parties shall (i) give each other reasonable advance notice of all meetings with any Governmental Antitrust Entity relating to this Agreement, (ii) to the extent reasonably practicable, permit counsel for each Party to participate in any in-person meetings with the Governmental Antitrust Entity, if permitted by that Governmental Authority, (iii) promptly (and in any event within one (1) Business Day) provide each other (or counsel of each Party, as appropriate) with copies of all written communications from any Governmental Antitrust Entity relating to this Agreement or the transactions contemplated hereby, (iv) provide each other (or counsel of each Party, as appropriate) with drafts of all proposed written communications with the Governmental Antitrust Entity and consider in good faith the comments of the other Party on such draft, and (v) otherwise keep the other Party reasonably apprised with respect to any communications with any Governmental Antitrust Entity regarding this Agreement. Any such disclosures or provisions of information by one Party to the other may be made on a counsel-only basis to the extent required under applicable Law or as appropriate to protect confidential business information. Notwithstanding the foregoing, any materials furnished by Purchasers or Sellers to the other party pursuant to this Section 7.3 may be redacted to remove references concerning the valuation of Sellers or the Purchased Products and Related Assets.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG the Parties shall cooperate and the Company shall use their respective commercially reasonable best efforts to (i) make take, or cause to be made taken, all filings required of each of them actions, and to do, or any of their respective Subsidiaries or Affiliates under the HSR Act or other Antitrust Laws with respect cause to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, be done as promptly as practicable, including seeking early terminationall things necessary, and, in any event, within ten (10) Business Days after the date of this Agreement in the case of all filings required proper and advisable under the HSR Act and within four (4) weeks in the case of all other filings required by other Antitrust applicable Laws, (ii) comply at to consummate and make effective as promptly as practicable the earliest practicable date with Transactions, including providing any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“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 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 Authority under any Antitrust Laws with respect notices to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the Person required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other 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 consummation of the other parties hereto of any oral communication withTransactions, and provide copies of written communications withobtaining any licenses, consents, waivers, approvals, authorizations, qualifications and Governmental Orders necessary to consummate the Transactions; provided, that (i) in no event shall any Governmental Authority regarding party be required to pay 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 filingsmaterial fee, investigation, penalty or other inquiry without giving consideration to obtain any license, Permit, consent, approval, authorization, qualification or waiver required under any Contract for the other parties hereto prior notice consummation of the meeting and, Transactions (other than fees or expenses payable 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 SEC in connection with the matters described in this Section 6.4Transactions, including in connection with any analysesthe Form S-4 and Proxy Statement / Prospectus, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating filing fees payable pursuant to proceedings under the HSR Act or other Antitrust Laws, and any other ordinary course filing fees in connection with Governmental Filings required to consummate the Transactions) and (ii) without the prior written consent of FTAC not to be unreasonably withheld, conditioned or delayed, neither Tempo nor any of its Subsidiaries, including the BD Subsidiary, shall agree to any material restriction to be imposed by FINRA as a condition to obtaining approval from FINRA pursuant to FINRA Rule 1017, including without limitation any requirement to maintain an amount of Regulatory Capital in excess of the amount of Regulatory Capital required under Rule 15c3-1 of the Exchange Act as of the date hereof. Subject to appropriate confidentiality protections and applicable Antitrust Laws, each party hereto shall furnish to the other parties such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG Access Beyond and the Company Xxxxx shall use their respective commercially reasonable reasonable, diligent efforts to (i) make or 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 Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreementsfile, as appropriate, soon as promptly as practicable, including seeking early termination, and, in any event, within ten (10) Business Days practicable after the date of this Agreement in Agreement, all notices, reports and other documents required to be filed with any governmental body or agency with respect to the case Merger and the other transactions contemplated by this Agreement, and to submit promptly any additional information requested by any such governmental body or agency. Without limiting the generality of all filings the foregoing, Access Beyond and Xxxxx shall, promptly after the date of this Agreement, prepare and file the notifications required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act (the "HSR Act Act") in connection with the Merger. Access Beyond and within four Xxxxx shall respond as promptly as practicable to (4a) weeks any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (b) any inquiries or requests received from any state attorney general or other governmental body or agency in connection with antitrust or related matters. Each of the case Parties hereto shall (a) give the other Party prompt notice of all the commencement of any action, suit, arbitration, proceeding, hearing, audit or active investigation commenced, conducted or heard by or before, any court or other filings required governmental body or agency (each a "Legal Proceeding ) with respect to the Merger or any of the other transactions contemplated by other Antitrust Lawsthis Agreement, (iib) comply at keep the earliest practicable date other Party informed as to the status of any such Legal Proceeding, and (c) promptly inform the other Party of any communication to or from the Federal Trade Commission, the Department of Justice or any other governmental body or agency regarding the Merger. The Parties will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any request analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating to the HSR Act or any other Antitrust Laws for additional informationfederal or state antitrust or fair act law. In addition, documentsexcept as may be prohibited by any governmental body or agency or by any legal requirement, in connection with any Legal Proceeding under or other materials received by either of them or any of their respective Subsidiaries or Affiliates from relating to the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) HSR Act or any other Governmental Authority in respect federal or state antitrust or fair trade law or any other similar Legal Proceeding, each of the Parties hereto agrees to permit authorized representatives of the other Party to be present at each meeting or conference relating to any such filings or such transactionsLegal Proceeding and to have access to, and (iii) cooperate with each other be consulted in connection with, any document, opinion or proposal made or submitted to any governmental body or agency 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 Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other 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 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 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 LawsLegal Proceeding.

Regulatory Approvals. The Bank and the Company each agree to use their best efforts to provide promptly such information and reasonable assistance as may be requested by the other party to this Agreement and to take promptly such other actions as shall be necessary or appropriate in order to consummate the transactions contemplated hereby. Without limiting the foregoing, the Bank and the Company will each (a) Each of Newcoprepare, Purchasersubmit and file, REG and the Company shall use their respective commercially reasonable efforts to (i) make or cause to be made prepared, submitted and filed, all filings required applications for all authorizations, consents, orders and approvals of federal, state, local and other Governmental Entities and officials necessary under applicable law for the performance of its obligations pursuant to this Agreement and the consummation of the transactions contemplated hereby, (b) use their best efforts to obtain all such authorizations, consents, orders and approvals as expeditiously as possible in accordance with the terms of this Agreement, and (c) cooperate fully with each other in promptly seeking to obtain such authorizations, consents, orders and approvals, including without limitation, in each case, the approval of them or any the FRB, the FDIC and the Commissioner. The Bank and the Company each agree to promptly provide the other with copies of their respective Subsidiaries or Affiliates under the HSR Act all applications referred to in clause (a) above and copies of all written communications, letters, reports or other Antitrust Laws documents delivered to or received from any Governmental Entity, and copies of all memoranda relating to discussions with such Governmental Entity, if any, with respect to the transactions contemplated hereby Merger, except that the Company and by the Common Plan AgreementsBank shall not be required to provide the other with any of the foregoing documents submitted or received on a confidential or privileged basis or which incorporate confidential information relating to other financial institutions. The Parties agree that through the Effective Time of the Merger, as appropriateeach of its reports, as promptly as practicableregistration, including seeking early termination, 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 statements and within four (4) weeks in the case of all other filings required by other Antitrust Laws, (ii) comply at the earliest practicable date to be filed with any request under applicable Governmental Entity will comply in all material respects with the HSR Act aplicable statutes, rules and regulations enforced or other Antitrust Laws for additional informationpromulgated by the Governmental Entity with which it will be filed and none will contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, documents, or other materials received by either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division in light of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority circumstances under which they were made, not misleading. Any financial statement contained in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filing (includingreport, 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. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application registration statement or other filing that is intended to be made pursuant to any applicable law in connection with represent 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 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 financial position of the meeting and, Party to which it relates will fairly present the extent permitted by financial position of such Governmental Authority, Party and will be prepared in accordance with GAAP or RAP consistently applied during 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 Lawsperiods involved.

Regulatory Approvals. (a) Each of NewcoIf necessary, PurchaserPurchasers, REG the Purchaser Designees and the Company shall use their respective commercially reasonable efforts to (i) make or 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 Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, Transactions as promptly as practicable, including seeking early termination, 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) use commercially reasonable efforts to 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 either 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. United States Department of Justice (the “Antitrust Division”) or any other Governmental Authority Body in respect of such filings or such transactionsTransactions, and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable lawLaw, providing copies of all such documents to the non-filing parties 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 Body under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental AuthorityTransactions. Each such party Party shall use commercially reasonable efforts to furnish to each other all such necessary information required for and assistance as such other Party and its Affiliates may reasonably request in connection with their preparation of any application or other filing to be made pursuant to any applicable law Law in connection with the transactions contemplated by this AgreementTransactions. Each such party Party shall promptly inform the other parties hereto Parties of any oral communication with, and provide copies of written communications with, any Governmental Authority 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 AuthorityTransactions. No party hereto Party shall independently participate in any formal meeting relating to the Antitrust Laws with any Governmental Authority Body in respect of any such filings, investigation, or other inquiry without giving the other parties hereto Parties prior notice of the meeting and, to the extent permitted by such Governmental AuthorityBody, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall Parties will 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 Party relating to proceedings under the HSR Act or other Antitrust LawsLaws and the Company shall consider in good faith the views of Purchaser Representative in connection with any proposed written communication to any Governmental Body relating to such matters.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG and the Company party hereto shall use their respective commercially its reasonable best efforts to (i) make or cause to be made all filings required of each of them or any of their respective Subsidiaries or Affiliates under made, in cooperation with the HSR Act or other Antitrust Laws with respect parties hereto and to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, and, in any event, within extent applicable within: (i) ten (10) Business Days after the date Agreement Date an appropriate filing of this Agreement in the case of all filings required under a Notification and Report Form pursuant to the HSR Act with respect to the Mergers; and within four (4) weeks in the case of all other filings required by other Antitrust Laws, (ii) comply as promptly as practicable after the Agreement Date all other necessary or advisable filings, forms, declarations, notifications, registrations and notices with other Governmental Bodies under other applicable Antitrust Laws relating to the Mergers. Each party shall use its reasonable best efforts to: (A) respond at the earliest practicable date with to any request under the HSR Act or other Antitrust Laws reasonable requests for additional information, documents, or other materials received information made by either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. Department of Justice (Justice, the “Antitrust Division”) Federal Trade Commission, or any other Governmental Authority Body relating to the Mergers; (B) act in respect of such filings or such transactions, good faith and (iii) cooperate with each the other parties in connection with any such filing (including, to the extent permitted investigation 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 Body under any Antitrust Laws with respect Law relating to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to Mergers; (C) furnish to each other all information required for any application filing, form, declaration, notification, registration and notice under any Antitrust Law relating to the Mergers, subject to advice of such party’s counsel; and (D) request early termination of the waiting period under the HSR Act and take all other actions reasonably necessary consistent with this Section 7.3 to cause, as soon as reasonably possible (and in any event, not later than the Outside Date), the expiration or termination of the applicable waiting periods under the HSR Act or any other filing Antitrust Law relating to be made pursuant to any applicable law in the Mergers and the occurrence of the Effective Time. In connection with the transactions contemplated by this Agreement. Each such foregoing, each party hereto shall promptly use its reasonable best efforts: (v) to inform the other parties hereto to this Agreement, and if in writing, furnish the other parties with copies of, any communication from or to any Governmental Body in respect of any oral filings or inquiry under any Antitrust Law relating to the Mergers; (w) to give the other party reasonable prior notice of any communication with, and provide copies of written communications any proposed understanding or agreement with, any Governmental Authority Body regarding any investigations, proceedings, filings, forms, declarations, notifications, registrations or notices, and permit the other parties to review and discuss in advance, and consider in good faith the views of the other parties in connection with, any proposed communication, understanding or agreement with any Governmental Body, in each case under any Antitrust Law relating to the Mergers, subject to an appropriate confidentiality agreement and the advice of such filings or any such transaction party’s antitrust counsel; (x) to give the other parties advance notice of, and permit the other party to review in advance participate in, any proposed communication by such party to any Governmental Authority. No party hereto shall independently participate in any formal substantive meeting or conversation with any Governmental Authority Body in respect of any such filingsfilings or inquiry under any Antitrust Law relating to the Mergers; (y) if attending a meeting, investigationconference, or other inquiry without giving conversation with a Governmental Body under any Antitrust Law relating to the Mergers, from which another party is prohibited by applicable Law or by the applicable Governmental Body from participating in or attending, to keep the other parties hereto prior notice of the meeting and, party reasonably apprised with respect thereto; and (z) 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 Section 6.4, including other parties in connection with any analysesinformation or proposals submitted in connection with any proceeding, appearancesinquiry, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of other proceeding under any party hereto Antitrust Law relating to proceedings the Mergers provided that material exchanged pursuant to this section (1) may be redacted as necessary (I) to address good faith legal privilege concerns, (II) to comply with applicable Law, and (III) to remove references concerning the valuation of TWOLF, XRAY or the combined TWOLF or (2) designated as “outside counsel only,” which materials and the information contained therein shall be given only to outside counsel and previously-agreed outside economic consultants of the recipient and will not be disclosed by such outside counsel or outside economic consultants to employees, officers, or directors of the recipient without the advance written consent of the party providing such materials. TWOLF and XRAY agree not to pull and refile any notification under the HSR Act or other Antitrust Lawsenter into any agreement with any Governmental Table of Contents Body to delay, or otherwise not to consummate as soon as practicable, any of the transactions contemplated by this Agreement except with the prior written consent of TWOLF or XRAY, as applicable.