Common use of Regulatory Consents Clause in Contracts

Regulatory Consents. (i) The waiting period applicable to the consummation of the transactions contemplated by this Agreement and the Arrangement under the HSR Act shall have expired or been terminated; (ii) Parent shall have received written evidence from the responsible minister under the Investment Canada Act (the “Minister”) that the Minister is satisfied or deemed to be satisfied that the transactions contemplated by this Agreement are likely of net benefit to Canada, on terms and conditions reasonably satisfactory to each of the Company and Parent; (iii) if the transactions contemplated by this Agreement are notifiable pursuant to Part IX of the Competition Act, (x) an advance ruling certificate (an “ARC”) shall have been issued in accordance with Section 102 of the Competition Act by the Commissioner of Competition (the “Commissioner”) appointed under the Competition Act or (y) Parent shall have been advised in writing by the Commissioner that the Commissioner has determined not to make an application for an order under Section 92 of the Competition Act in respect of the transactions contemplated by this Agreement and that any terms and conditions attached to any such advice shall be acceptable to Parent and the Company acting reasonably (a “no-action letter”) and either the Commissioner shall have issued a waiver under Section 113(c) of the Competition Act of the obligation to notify the Commissioner under Part IX of the Competition Act or the waiting period under Section 123 of the Competition Act shall have expired; and (iv) all notices, reports and other filings required to be made prior to the Effective Time by the Company or Parent or any of their respective Subsidiaries with, and all consents, registrations, approvals, permits and authorizations required to be obtained prior to the Effective Time by the Company or Parent or any of their respective Subsidiaries from, any Governmental Entity (collectively, “Governmental Consents”) in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and the Arrangement by the Company and Parent shall have been made or obtained (as the case may be), other than any immaterial Governmental Consents the failure of which to make or obtain would not subject any Person to any risk of criminal liability.

Regulatory Consents. (i) The waiting period applicable to the consummation of the transactions contemplated by this Agreement and the Arrangement Merger under the HSR Act shall have expired or been earlier terminated; , (ii) Parent if applicable, the European Commission shall have received written evidence from adopted a decision pursuant to the responsible minister under the Investment Canada Act (the “Minister”) EC Merger Regulation declaring that the Minister is satisfied Merger and the other transactions contemplated hereby are compatible with the common market (or such compatibility shall have been deemed to be satisfied exist under Article 10(6) of the EC Merger Regulation), or, in the event that the European Commission adopts a decision pursuant to Article 9(3)(b) of the EC Merger Regulation (or is deemed to have done so pursuant to Article 9(5) of the EC Merger Regulation) referring the review of all or part of the transactions contemplated by this Agreement are likely hereby to a Governmental Entity of net benefit to Canada, on terms and conditions reasonably satisfactory to each a member state of the Company and Parent; European Union, such Governmental Entity (or any other Governmental Entity of such member state) shall have granted approval of the transactions or part thereof that were so referred, (iii) if the transactions contemplated by this Agreement are notifiable pursuant all approvals and authorizations required to Part IX of the Competition Act, (x) an advance ruling certificate (an “ARC”) shall have been issued in accordance with Section 102 of the Competition Act by the Commissioner of Competition (the “Commissioner”) appointed under the Competition Act or (y) Parent shall have been advised in writing by the Commissioner that the Commissioner has determined not to make an application for an order under Section 92 of the Competition Act be obtained in respect of the transactions contemplated by this Agreement and that any terms and conditions attached to any such advice shall be acceptable to Parent and Communications Licenses for the Company acting reasonably (a “no-action letter”) and either consummation of the Commissioner Merger shall have issued a waiver under Section 113(c) of the Competition Act of the obligation to notify the Commissioner under Part IX of the Competition Act or the waiting period under Section 123 of the Competition Act shall have expired; and been obtained, (iv) all approvals and authorizations required to be obtained for the consummation of the Merger from the foreign Governmental Entities set forth on Section 7.1(b)(iv) of the Parent Disclosure Letter shall have been obtained, (v) all other Governmental Consents required to be obtained from any foreign Governmental Entities for the consummation of the Merger shall have been obtained, except for any failures to obtain such consents that would not, individually or in the aggregate, reasonably be expected to result in a Specified Material Adverse Effect, and (vi) all other Governmental Consents the failure of which to make or obtain would, individually or in the aggregate, provide a reasonable basis to conclude that the Company or its directors or officers would be subject to the risk of criminal liability, shall have been made or obtained. For purposes of this Agreement, the term “Governmental Consents” shall mean all notices, reports and other filings reports, filings, consents, registrations, approvals, permits or authorizations required to be made prior to the Effective Time by the Company or Parent or any of their respective Subsidiaries with, and all consents, registrations, approvals, permits and authorizations required to be or obtained prior to the Effective Time by the Company or Parent or any of their respective Subsidiaries from, any Governmental Entity (collectively, “Governmental Consents”) in connection with the execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement and the Arrangement by the Company and Parent shall have been made or obtained (as the case may be), other than any immaterial Governmental Consents the failure of which to make or obtain would not subject any Person to any risk of criminal liabilityhereby.

Regulatory Consents. (i) The Unless the Company and Parent shall have agreed after consultation with their respective outside counsel that no filing under the HSR Act is required, the waiting period applicable to the consummation of the transactions contemplated by this Agreement and the Arrangement Merger under the HSR Act shall have expired or been terminated; (ii. All Governmental Consents set forth in Schedule 7.1(c) Parent shall have received written evidence from the responsible minister and any other notification, waiting period, or approval requirements under the Investment Canada Act comparable antitrust or competition laws of other applicable foreign jurisdictions in which either party has operations or from which either party derives revenues (the “Minister”which in either case are not de minimis) that the Minister and which is satisfied or deemed legally required to be satisfied that made or obtained at or prior to the transactions contemplated by this Agreement are likely of net benefit to Canada, on terms and conditions reasonably satisfactory to each of the Company and Parent; (iii) if the transactions contemplated by this Agreement are notifiable pursuant to Part IX of the Competition Act, (x) an advance ruling certificate (an “ARC”) Effective Time shall have been issued made or obtained without the imposition of any term, condition or consequence the acceptance of which would be reasonably likely to have a Company Material Adverse Effect or a Parent Material Adverse Effect (either before or after giving effect to the Merger, and in accordance with Section 102 each case for purposes of the Competition Act by the Commissioner of Competition this determination, disregarding clause (the “Commissioner”) appointed under the Competition Act or (y) Parent shall have been advised in writing by the Commissioner that the Commissioner has determined not to make an application for an order under Section 92 of the Competition Act in respect of the transactions contemplated by this Agreement and that any terms and conditions attached to any such advice shall be acceptable to Parent and the Company acting reasonably (a “no-action letter”) and either the Commissioner shall have issued a waiver under Section 113(cG) of the Competition Act definitions of Company Material Adverse Effect and Parent Material Adverse Effect) or requiring the obligation to notify the Commissioner under Part IX of the Competition Act sale, lease, license, transfer, disposition of, divestment or other encumbrance, or the waiting period under holding separate pending any such action of any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent, the Company or the Surviving Corporation (or any of their respective Subsidiaries or other Affiliates) (other than as contemplated or required by Section 123 6.5(e)). For purposes of this Agreement, the Competition Act term “Governmental Consents” shall have expired; and (iv) mean all notices, reports reports, and other filings made or required to be made prior to the Effective Time by the Company or Parent or any of their respective Subsidiaries with, and all consents, registrations, approvals, permits permits, clearances and authorizations sought or required to be obtained prior to the Effective Time by the Company or Parent or any of their respective Subsidiaries from, any Governmental Entity (collectively, “Governmental Consents”) in connection with the execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement and the Arrangement by the Company and Parent shall have been made or obtained (as the case may be), other than any immaterial Governmental Consents the failure of which to make or obtain would not subject any Person to any risk of criminal liabilityhereby.

Regulatory Consents. (i) The waiting period applicable to the consummation of the transactions contemplated by this Agreement and the Arrangement Merger under the HSR Act and under the antitrust and anticompetition statutes of Canada shall have expired or been earlier terminated; (ii) Parent the European Commission shall have received written evidence from adopted a decision pursuant to the responsible minister under the Investment Canada Act Council Regulation (EC) No. 139/2004 (the “MinisterECMR”) declaring the Merger compatible with the common market and, in the event that the Minister European Commission does not have jurisdiction to review the Merger but the competent authorities of any EU member state has jurisdiction to review any aspect of the Merger or in the event any aspect of the Merger is satisfied referred to the competent authorities of any EU member state pursuant to Article 9 of the ECMR (or is deemed to be so referred pursuant to Article 9 of the ECMR) and effecting the Merger prior to the granting of approval by the relevant authorities of such EU member state would constitute a violation of the merger control laws applicable in that state, approval of the aspect of the Merger that lies within the jurisdiction of its review or that was so referred (or deemed to be satisfied that so referred) shall have been granted pursuant to the transactions contemplated by this Agreement are likely of net benefit to Canada, on terms and conditions reasonably satisfactory to each of merger control laws applicable in the Company and Parentrelevant EU member state; (iii) if (A) all consents, registrations, approvals, permits and authorizations required to be obtained prior to the transactions contemplated by this Agreement are notifiable Effective Time from any Governmental Entity in order to effect the liquidation, sale or other disposition of FFB pursuant to Part IX of the Competition Act, (x) an advance ruling certificate (an “ARC”Section 7.10(c) shall have been issued obtained and any applicable waiting periods shall have expired, (B) if applicable, all consents, registrations, approvals, permits and authorizations required to be obtained prior to the Effective Time by the Company or Parent or any of their respective Affiliates from any Governmental Entity in accordance order to place FFB in trust or otherwise hold FFB and its assets separate pending the liquidation, sale or other disposition of FFB pursuant to Section 7.10(c) shall have been obtained or (C) in case the Bank Restructuring has not been effected prior to or concurrently with Section 102 the Closing, (1) the consent or non-disapproval of the Competition Act by the Commissioner of Competition Federal Deposit Insurance Corporation (the “CommissionerFDIC”) appointed under for the Competition Act or (y) acquisition of control of FFB by Parent and its Affiliates, as applicable, as a result of the Merger shall have been advised obtained without the imposition of any financial obligation on Parent’s partners or their respective Affiliates (other than Parent, the Company and their respective Subsidiaries) and (2) non-control determinations with respect to each investor in writing Parent (other than those affiliated with KKR) shall have been obtained from the FDIC without any conditions thereon that such investor reasonably determines to be unreasonably burdensome; (iv) (A) the consent or non-disapproval of, and the granting of applicable exemptive orders by, the Minister of Finance of Canada, and, if applicable, an exemptive order under the Bank Act (Canada), in each case, for the acquisition of control of the Canadian Loan Company by Parent and its Affiliates, as applicable, as a result of the Merger shall have been obtained without the imposition of any financial obligation on Parent’s partners or their respective Affiliates (other than Parent, the Company and their respective Subsidiaries), (B) if applicable, all consents, registrations, approvals, permits and authorizations required to be obtained prior to the Effective Time by the Commissioner that Company or Parent or any of their respective Affiliates from any Governmental Entity in order to place the Commissioner has determined not to make an application for an order under Section 92 Canadian Loan Company in trust or otherwise hold the Canadian Loan Company and its assets separate pending the liquidation, sale or other disposition of the Competition Act Canadian Loan Company pursuant to Section 7.10(d)(ii) shall have been obtained or (C) in respect case the Company makes a determination or Parent makes an election referred to in the first sentence of Section 7.10(d)(ii), all consents, registrations, permits and authorizations required to be obtained prior to the Effective Time from any Governmental Entity in order to effect the liquidation, sale or other disposition of the transactions contemplated by this Agreement and that any terms and conditions attached Canadian Loan Company pursuant to any such advice shall be acceptable to Parent and the Company acting reasonably (a “no-action letter”Section 7.10(d)(ii) and either the Commissioner shall have issued a waiver under Section 113(cbeen obtained and any applicable waiting periods shall have expired and such liquidation, sale or other disposition of the Canadian Loan Company shall have been effected prior to or concurrently with the Closing; (v) the approvals set forth on Item 8.1(c) of the Competition Act of the obligation to notify the Commissioner under Part IX of the Competition Act or the waiting period under Section 123 of the Competition Act Company Letter shall have expiredbeen obtained; and (ivvi) all other notices, reports and other filings required to be made prior to the Effective Time by the Company or Parent or any of their respective Subsidiaries with, and all other consents, registrations, approvals, permits and authorizations required to be obtained prior to the Effective Time by the Company or Parent or any of their respective Subsidiaries from, any Governmental Entity (collectively, “Governmental Consents”) in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and the Arrangement by the Company Company, Sub and Parent shall have been made or obtained (as the case may be), other than any immaterial Governmental Consents the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company and would not subject any Person to any risk of criminal liability.

Regulatory Consents. (i) The waiting period applicable to the consummation of the transactions contemplated by this Agreement and the Arrangement under the HSR Act shall have expired or been terminated; (ii) Parent shall have received written evidence from that the responsible minister Minister designated under the Investment Canada Act (the “Minister”) that is satisfied, or the Minister is satisfied or deemed to be satisfied satisfied, that the transactions contemplated by this Agreement are likely of net benefit to Canada, on terms and conditions reasonably satisfactory to each of the Company and Parent; (iii) if the transactions contemplated by this Agreement are notifiable pursuant to Part IX of the Competition Act, (xA) an advance ruling certificate (an “ARC”) shall have been issued in accordance with Section 102 of the Competition Act by the Commissioner of Competition (the “Commissioner”) appointed under the Competition Act or (yB) Parent shall have been advised in writing by the Commissioner that the Commissioner has determined is of the view, at that time, that, in effect, grounds do not exist to make an application for an order initiate proceedings before the Competition Tribunal under Section 92 the merger provisions of the Competition Act in respect of the transactions contemplated by this Agreement and that any terms and conditions attached to any such advice shall be acceptable to Parent and the Company acting reasonably (a “no-action letter”) and either the Commissioner shall have issued a waiver under Section 113(c) of the Competition Act of the obligation to notify the Commissioner under Part IX of the Competition Act or the waiting period under Section 123 of the Competition Act shall have expiredexpired or been waived; and (iv) all notices, reports and other filings required to be made prior to the Effective Time by the Company or Parent or any of their respective Subsidiaries with, and all consents, registrations, approvals, permits and authorizations required to be obtained prior to the Effective Time by the Company or Parent or any of their respective Subsidiaries from, those Governmental Entities listed on Schedule 4.1(e)(iv) and any other Governmental Entity (collectively, “Governmental Consents”) in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and the Arrangement by the Company and Parent shall have been made or obtained (as the case may be), other than any immaterial Governmental Consents from such other Governmental Entities the failure of which to make or obtain would not have a Parent Material Adverse Effect or subject any Person to any risk of criminal liability.

Regulatory Consents. (a) In connection with the transactions contemplated by this Agreement, Acquiror shall (and, to the extent required, shall cause its Affiliates to) (i) The promptly, but in no event later than ten (10) Business Days after the date of this Agreement, comply with the notification and reporting requirements of the HSR Act and (ii) with respect to each other Regulatory Consent, as promptly as practicable, prepare and file all filings, requests, registrations and notices necessary to obtain such Regulatory Consent. Without limiting anything set forth in this Section 7.1, Acquiror and Merger Sub shall use reasonable best efforts to, as promptly as practicable (A) substantially comply with any Information or Document Requests (including certifying substantial compliance with any so-called “second request” (or similar request)) and (B) obtain the Regulatory Consents. (b) Acquiror shall, and shall cause its Affiliates to, cooperate in good faith with the Regulatory Consent Authorities and other Governmental Authorities and use reasonable best efforts to undertake (and cause its Affiliates to undertake) promptly any and all action required to (x) obtain termination or expiration of the waiting period applicable or comparable period under the HSR Act and otherwise obtain any other Regulatory Consent, and (y) complete lawfully the transactions contemplated by this Agreement as soon as practicable (but in any event prior to the Termination Date) and use reasonable best efforts to take any and all action necessary or advisable to avoid, prevent, eliminate or remove the actual or threatened commencement of any Action in any forum by or on behalf of any Regulatory Consent Authority or other Governmental Authority or the issuance of any Governmental Order or other Law that would delay, enjoin, prevent, restrain or otherwise prohibit the consummation of the transactions contemplated by this Agreement (including the Merger), including by (i) proffering, negotiating and consenting or agreeing to a Governmental Order or other agreement providing for (A) the Arrangement under sale, divestiture, licensing or other disposition, or the HSR Act shall have expired holding separate, of any assets, interests, businesses, or been terminated; business units or divisions of the Company or its Subsidiaries, (B) the termination, creation, amendment or assignment of relationships, ventures and contractual rights and obligations of the Company or its Subsidiaries or Acquiror or its Subsidiaries, or (C) the limitation, restriction or modification of the conduct, management or ownership of any assets, interests, businesses or operations of the Company or its Subsidiaries or Acquiror or its Subsidiaries or any action, agreement or commitment that limits the freedom of action, ownership or control with respect to, or the ability to retain or hold, any of the businesses, interests or assets of the Company or its Subsidiaries or Acquiror or its Subsidiaries and (ii) Parent shall have received written evidence from promptly effecting any of the responsible minister under foregoing described in clause (i) of this Section 7.1(b), or any other action, in each case, at such time as may be necessary to permit the Investment Canada Act (the “Minister”) that the Minister is satisfied or deemed to be satisfied that lawful consummation of the transactions contemplated by this Agreement are likely of net benefit hereby on or prior to Canadathe Termination Date (clauses (i) and (ii), on terms and conditions reasonably satisfactory the “Remedial Actions”); provided, however, that (1) with respect to each any Remedial Action described in clause (i)(A) above, such Remedial Action shall be limited to the assets, interests, businesses or operations of the Company or its Subsidiaries and Parent; there shall be no requirement to take any such action that relates to, affects, or includes any assets, interests, businesses or operations of Acquiror or its Affiliates, (iii2) if the transactions contemplated by this Agreement are notifiable pursuant with respect to Part IX any Remedial Action described in clauses (i)(B) or (i)(C) above involving Acquiror or its Affiliates, there shall be no requirement to take any such action that relates to, affects, or includes any assets, interests, businesses or operations of the Competition ActAcquiror or its Affiliates, other than (x) an advance ruling certificate (an “ARC”) shall have been issued so-called behavioral remedies or other similar actions that would result in accordance with Section 102 of the Competition Act by the Commissioner of Competition (the “Commissioner”) appointed under the Competition Act or a de minimis effect on Acquiror and its Subsidiaries and (y) Parent shall have been advised in writing by actions that relate to the Commissioner that business lines being acquired pursuant to the Commissioner has determined Merger and which would not reasonably be expected to make an application for an order under Section 92 of be materially detrimental to the Competition Act in respect benefits Acquiror and its Affiliates expect as a result of the transactions contemplated by this Agreement (for the avoidance of doubt, the foregoing clauses (i)(B) and (i)(C) shall not be construed to imply any obligation on Acquiror to dispose of, or hold separate, any assets, interests, businesses, or business units or divisions of Acquiror or its Subsidiaries), and (3) neither Acquiror nor any of its Affiliates shall be required to take any Remedial Action that, individually or in the aggregate, would result in a Material Adverse Effect. In furtherance and not in limitation of the provisions of this Section 7.1 and Section 8.1, if any Action, including any proceeding by a private party or a Governmental Authority, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Law, Acquiror shall use (and shall cause its Affiliates to use) its and their reasonable best efforts to contest and resist any such Action and to have vacated, lifted, reversed or overturned any Governmental Order or other Law, whether temporary, preliminary or permanent, that is in effect and that any terms and conditions attached to any such advice shall be acceptable to Parent and the Company acting reasonably (a “no-action letter”) and either the Commissioner shall have issued a waiver under Section 113(c) prohibits, prevents, delays or restricts consummation of the Competition Act transactions contemplated by this Agreement. The entry by any Regulatory Consent Authority or other Governmental Authority in any Action of a Governmental Order or other Law permitting the consummation of the obligation to notify transactions contemplated hereby but requiring the Commissioner under Part IX taking of the Competition Act or the waiting period under Section 123 of the Competition Act shall have expired; and (iv) all notices, reports and other filings any Remedial Action required to be made prior taken pursuant to this Section 7.1(b) shall not be deemed a failure to satisfy any condition specified in Section 9.1 or Section 9.2 and no actions taken pursuant to this Section 7.1(b) shall be considered for purposes of determining whether any condition specified in Section 9.1 or Section 9.2 has been satisfied. (c) Acquiror shall promptly furnish to the Effective Time Company copies of any material notices or written communications received by the Company or Parent Acquiror or any of their respective Subsidiaries its Affiliates from any Regulatory Consent Authority or other Governmental Authority with respect to the transactions contemplated by this Agreement, and Acquiror and its Affiliates shall permit counsel to the Company an opportunity to review in advance, and Acquiror shall consider in good faith the views of such counsel in connection with, and all consents, registrations, approvals, permits and authorizations required any proposed material written communications by Acquiror or its Affiliates to be obtained prior any Regulatory Consent Authority or other Governmental Authority concerning the transactions contemplated by this Agreement. Acquiror agrees to the Effective Time by provide the Company and its counsel the opportunity, on reasonable advance notice, to participate in any material meetings or Parent discussions, either in person, video conference or by telephone, between Acquiror or any of their respective Subsidiaries fromits Affiliates, agents or advisors, on the one hand, and any Regulatory Consent Authority or other Governmental Entity (collectivelyAuthority, “Governmental Consents”) on the other hand, concerning or in connection with the execution transactions contemplated hereby. Subject to the provisions of Section 6.3 and delivery this Section 7.1, (i) Acquiror shall be entitled to lead and control all aspects of the parties’ strategy in furtherance of the parties’ respective obligations pursuant to Section 6.3 and Section 7.1 to obtain the Regulatory Consents (after considering in good faith the views of the Company) and (ii) with respect to any determinations relating to whether to extend any waiting, review or comparable period under the HSR Act or other Antitrust Laws, including entering into any agreement with any Governmental Authority not to consummate the transactions contemplated by this Agreement for some period of time, Acquiror and Company shall use their reasonable best efforts to jointly evaluate and consider such determination, and each of the parties shall consult and cooperate in all respects with one another, and consider in good faith the views of one another; provided that, without limiting the foregoing, in the event of any disagreement concerning any such determinations, Acquiror shall make the final determination; provided, further, that, for the avoidance of doubt, Acquiror and its Affiliates shall not enter into any so-called timing or other similar agreement with any Governmental Authority that would have the effect of delaying the consummation of the transactions contemplated by this Agreement beyond the Termination Date or agreeing to not consummate the transactions contemplated by this Agreement. (d) Acquiror shall be solely responsible for and pay all filing fees payable to the Arrangement Regulatory Consent Authorities in connection with the transactions contemplated by the Company this Agreement. (e) Acquiror shall not, and Parent shall have been made cause its controlled Affiliates not to, acquire or obtained agree to acquire equity or assets of, or other interests in, or merge or consolidate with (as the case may beor agree to merge or consolidate with), any corporation, partnership, association or other than business organization or Person, or any immaterial Governmental Consents business unit, division, subsidiary or other portion thereof, or take any other action, if such action would reasonably be expected to (i) materially increase the failure of which to make or obtain would not subject any Person to any risk of criminal liabilityany Regulatory Consent Authority or other Governmental Authority seeking or entering a Governmental Order or other Law prohibiting, preventing, restricting, delaying or otherwise making unlawful the consummation of the transactions contemplated by this Agreement; (ii) materially increase the risk of not being able to remove any such Governmental Order or other Law on appeal or otherwise; (iii) materially delay the satisfaction of the conditions contained in Section 9.1 or (iv) otherwise prevent or materially delay the consummation of the transactions contemplated by this Agreement.

Regulatory Consents. (i) The waiting period applicable to the consummation of the transactions contemplated by this Agreement and the Arrangement Merger under the HSR Act and applicable Insurance Laws shall have expired or been terminated; terminated and (ii) Parent shall have received written evidence from other than the responsible minister under the Investment Canada Act (the “Minister”) that the Minister is satisfied or deemed to be satisfied that the transactions contemplated by this Agreement are likely of net benefit to Canadafiling provided for in Section 1.3, on terms and conditions reasonably satisfactory to each of the Company and Parent; (iii) if the transactions contemplated by this Agreement are notifiable pursuant to Part IX of the Competition Act, (x) an advance ruling certificate (an “ARC”) shall have been issued in accordance with Section 102 of the Competition Act by the Commissioner of Competition (the “Commissioner”) appointed under the Competition Act or (y) Parent shall have been advised in writing by the Commissioner that the Commissioner has determined not to make an application for an order under Section 92 of the Competition Act in respect of the transactions contemplated by this Agreement and that any terms and conditions attached to any such advice shall be acceptable to Parent and the Company acting reasonably (a “no-action letter”) and either the Commissioner shall have issued a waiver under Section 113(c) of the Competition Act of the obligation to notify the Commissioner under Part IX of the Competition Act or the waiting period under Section 123 of the Competition Act shall have expired; and (iv) all notices, reports and other filings required to be made prior to the Effective Time by the Company or Parent or any of their respective Subsidiaries with, and all consents, registrations, approvals, permits and authorizations required to be obtained prior to the Effective Time by the Company or Parent or any of their respective Subsidiaries from, any Governmental Entity (collectively, “Governmental Consents”) in connection with the execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement and the Arrangement hereby by the Company Company, Parent and Parent Merger Sub shall have been made or obtained (as the case may be), other than any immaterial Governmental Consents (in the case of jurisdictions other than the United States, the United Kingdom and the Netherlands) those the failure of which to make or obtain would not subject are not, individually or in the aggregate, reasonably likely (as compared to the situation in which they are made or obtained and taking into account all possible consequences to the Parent and its Subsidiaries and the Company and its Subsidiaries of consummating the transactions contemplated by this Agreement without making or obtaining them) (i) to be material to the Company and its Subsidiaries, taken as a whole, (ii) to be material to the Parent and its Subsidiaries, taken as a whole, (iii) to materially and adversely impact the reasonably anticipated economic and business benefits to the Parent and its Subsidiaries of the transactions contemplated hereby, (iv) to result in criminal liability or a more than de minimis civil fine or other penalty against Parent or any Person of its Subsidiaries, Affiliates or employees or against the Company or any of its Subsidiaries, Affiliates or employees, or (v) to result in Parent and its Subsidiaries being prohibited from conducting, or materially limited in their ability to conduct, business in any risk of criminal liabilityjurisdiction (collectively, "Governmental Consents").

Regulatory Consents. All authorizations, consents, orders or approvals of, or declarations or filings with, and all expirations of waiting periods imposed by, any governmental body, agency or official (iall of the foregoing, "REGULATORY CONSENTS") The waiting period applicable to which are necessary for the consummation of the transactions contemplated hereby, other than immaterial Regulatory Consents the failure to obtain which would have no material adverse effect on the consummation of the transactions contemplated hereby and no Company Material Adverse Effect, are listed on the COMPANY SCHEDULE and shall have been filed, have occurred or have been obtained (all such permits, approvals, filings and consents and the lapse of all such waiting periods being referred to as the "REQUISITE REGULATORY APPROVALS") and all such Requisite Regulatory Approvals shall be in full force and effect, provided, however, that a Requisite Regulatory Approval shall not be deemed to have been obtained if in connection with the grant thereof there shall have been an imposition by any state or federal governmental body, agency or official of any condition, requirement, restriction or change of regulation, or any other action directly or indirectly related to such grant taken by such governmental body, which would reasonably be expected to either have a Company Material Adverse Effect or prevent Parent from realizing, in its reasonable opinion, in all material respects the economic benefits of the transactions contemplated by this Agreement and the Arrangement under the HSR Act shall have expired or been terminated; (ii) that Parent shall have received written evidence from the responsible minister under the Investment Canada Act (the “Minister”) that the Minister is satisfied or deemed to be satisfied that the transactions contemplated by this Agreement are likely of net benefit to Canada, on terms and conditions reasonably satisfactory to each of the Company and Parent; (iii) if the transactions contemplated by this Agreement are notifiable pursuant to Part IX of the Competition Act, (x) an advance ruling certificate (an “ARC”) shall have been issued in accordance with Section 102 of the Competition Act by the Commissioner of Competition (the “Commissioner”) appointed under the Competition Act or (y) Parent shall have been advised in writing by the Commissioner that the Commissioner has determined not to make an application for an order under Section 92 of the Competition Act in respect of the transactions contemplated by this Agreement and that any terms and conditions attached to any such advice shall be acceptable to Parent and the Company acting reasonably (a “no-action letter”) and either the Commissioner shall have issued a waiver under Section 113(c) of the Competition Act of the obligation to notify the Commissioner under Part IX of the Competition Act or the waiting period under Section 123 of the Competition Act shall have expired; and (iv) all notices, reports and other filings required to be made prior to the Effective Time by the Company or Parent or any of their respective Subsidiaries with, and all consents, registrations, approvals, permits and authorizations required to be obtained prior to the Effective Time by the Company or Parent or any of their respective Subsidiaries from, any Governmental Entity (collectively, “Governmental Consents”) in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and the Arrangement by the Company and Parent shall have been made or obtained (as the case may be), other than any immaterial Governmental Consents the failure of which to make or obtain would not subject any Person to any risk of criminal liabilitycurrently anticipates receiving therefrom.

Regulatory Consents. (i) The waiting period applicable to the consummation of the transactions contemplated by this Agreement and the Arrangement under the HSR Act shall have expired or been terminated; (ii) Parent shall have received written evidence from the responsible minister under the Investment Canada Act (the “Minister”) that the Minister is satisfied or deemed to be satisfied that the transactions contemplated by this Agreement are likely of net benefit to Canada, on terms and conditions reasonably satisfactory to each of the Company and Parent; (iii) if the transactions contemplated by this Agreement are notifiable pursuant to Part IX of the Competition Act, (x) an advance ruling certificate (an “ARC”) shall have been issued in accordance with Section 102 of the Competition Act by the Commissioner of Competition (the “Commissioner”) appointed under the Competition Act or (y) Parent shall have been advised in writing by the Commissioner that the Commissioner has determined not to make an application for an order under Section 92 of the Competition Act in respect of the transactions contemplated by this Agreement and that any terms and conditions attached to any such advice shall be acceptable to Parent and the Company acting reasonably (a “no-action letter”) and either the Commissioner shall have issued a waiver under Section 113(c) of the Competition Act of the obligation to notify the Commissioner under Part IX of the Competition Act or the waiting period under Section 123 of the Competition Act shall have expired; and (iv) all notices, reports and other filings required to be made prior to the Effective Time by the Company or Parent or any of their respective Subsidiaries with, and all All consents, registrations, approvals, permits and authorizations authorizations, including, without limitation, the approval from the NASD of the transactions contemplated hereby under NASD Rule 1017 (the “NASD Approval”), the approval from the Financial Services Authority of the transactions contemplated hereby under the U.K. Financial Services and Markets ▇▇▇ ▇▇▇▇ (the “FSA Approval”), and the approval of Archipelago ECN and REDI as “approved persons” of affiliates of The ▇▇▇▇▇▇▇ Sachs Group, Inc. that are members of national securities exchanges to the extent required by the rules of such national securities exchanges, required to be obtained from any Governmental Authority or Self-Regulatory Organization prior to the Effective Time by the Company or Parent or any of their respective Subsidiaries from, any Governmental Entity (collectively, “Governmental Consents”) Closing in connection with the execution and delivery of this Agreement and the consummation other Transaction-Related Agreements by REDI, the Contributors, the Current ARCA Members, the Company or any of its subsidiaries and in order to lawfully consummate the transactions contemplated by this Agreement hereby and the Arrangement by the Company and Parent thereby (collectively, “Governmental Consents”) shall have been made or obtained (as the case may be) and shall have become a Final Order. No regulatory approval required in connection with consummation of the transactions contemplated hereby shall, as a condition to such approval, require any party to enter into any consent decree or impose any divestiture, hold-separate arrangement, material operating restriction on a party’s business or other material remedial condition or material restriction. A “Final Order” means action by the relevant Governmental Authority or Self-Regulatory Organization which has not been reversed, stayed, enjoined, set aside, annulled or suspended, with respect to which any waiting period prescribed by Law (as defined in Section 5.3(a)) before the transactions contemplated by this Agreement and the other Transaction-Related Agreements may be consummated has expired, other than any immaterial Governmental Consents and as to which all conditions to the failure consummation of which to make or obtain would not subject any Person to any risk of criminal liabilitysuch transactions prescribed by Law have been satisfied.

Regulatory Consents. (i) The All required filings under the HSR Act shall have been made and any applicable waiting period applicable to the consummation of the transactions contemplated by this Agreement and the Arrangement under the HSR Act shall have expired or been terminated; . (ii) Parent shall have received written evidence from the responsible minister under the Investment Canada Act (the “Minister”) that the Minister is satisfied or deemed to be satisfied that the transactions contemplated by this Agreement are likely of net benefit to Canada, on terms and conditions reasonably satisfactory to each of the Company and Parent; (iii) if the transactions contemplated by this Agreement are notifiable pursuant to Part IX of the Competition Act, (x) an advance ruling certificate (an “ARC”) shall have been issued in accordance with Section 102 of the Competition Act by the Commissioner of Competition (the “Commissioner”) appointed under the Competition Act or (y) Parent shall have been advised in writing by the Commissioner that the Commissioner has determined not to make an application for an order under Section 92 of the Competition Act in respect of the transactions contemplated by this Agreement and that any terms and conditions attached to any such advice shall be acceptable to Parent and the Company acting reasonably (a “no-action letter”) and either the Commissioner shall have issued a waiver under Section 113(c) of the Competition Act of the obligation to notify the Commissioner under Part IX of the Competition Act or the waiting period under Section 123 of the Competition Act shall have expired; and (iv) all All notices, reports and other filings required to be made prior to the Effective Time Contribution Closing by CSC, Parent or the Company or Parent or any of their respective Subsidiaries with, and all consents, registrations, approvals, permits and authorizations required to be obtained prior to the Effective Time Contribution Closing by CSC, Parent or the Company or Parent or any of their respective Subsidiaries from, any Governmental Entity (collectively, “Governmental Consents”i) the franchise authorities with respect to 100% of the total subscribers in the Contributed Systems and the Parent Systems in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated by Contribution shall have been made or obtained, as the case may be, and (ii) any Governmental Entity, which non-franchise authority reports, filings, consents, registrations, approvals, permits and authorizations are noted with a double asterisk in Section 5.1(d) of the Company Disclosure Letter, or with a double asterisk in Section 5.2(e) of the Parent Disclosure Letter in connection with the execution and delivery of this Agreement and the Arrangement by consummation of the Contribution shall have been made or obtained, as the case may be. Notwithstanding the condition precedent in the foregoing clause (i), in the event that consents, approvals and authorizations are obtained with respect to at least 90% of the total subscribers in the Contributed Systems and the Parent Systems, Parent may, in its sole discretion, waive such condition, which shall then be deemed satisfied and fulfilled, and CSC, Parent and the Company shall cooperate with each other and use all reasonable best efforts to minimize any adverse effects that may result from consummating the Contribution Closing without obtaining all consents, approvals and authorizations from franchise authorities and in furtherance thereof negotiate in good faith to implement, if necessary, a transaction structure so that after the Contribution Closing the aggregate net economic benefit of all of the Contributed Systems shall inure to the benefit of and accrue to Parent with requisite control of necessary Contributed Systems remaining with the Company or its Subsidiaries. (iii) Other than as described in Section 7.2(b)(ii), all notices, reports and filings required to be made prior to the Contribution Closing by CSC, Parent or the Company or any of their respective Subsidiaries with, and all other consents, registrations, approvals, permits and authorizations required to be obtained prior to the Contribution Closing by CSC, Parent or the Company or any of their respective Subsidiaries from, any Governmental Entity in connection with the execution and delivery of this Agreement and the consummation of the Contribution shall have been made or obtained (as the case may be), other than any immaterial Governmental Consents except those that the failure of which to make or to obtain are not, individually or in the aggregate, reasonably likely to have a Parent Material Adverse Effect or a Contributed Systems Material Adverse Effect or to provide a reasonable basis to conclude that the parties hereto or any of their affiliates or respective directors, officers, agents, advisors or other representatives would not be subject any Person to any the risk of criminal liability.

Regulatory Consents. (i) The waiting period (and any extension thereof) applicable to the consummation of the transactions contemplated by this Agreement and the Arrangement Merger under the HSR Act shall have expired or been terminated; , (ii) Parent review and investigation of the Merger under Exon-▇▇▇▇▇▇ shall have received written evidence from been terminated and the responsible minister under the Investment Canada Act (the “Minister”) that the Minister is satisfied or deemed to be satisfied that the transactions contemplated by this Agreement are likely of net benefit to Canada, on terms and conditions reasonably satisfactory to each President of the Company and Parent; United States shall have taken no action authorized under Exon-▇▇▇▇▇▇ with respect to the Merger (iii) if the transactions contemplated by this Agreement are notifiable pursuant to Part IX of Company Required Statutory Approvals and the Competition Act, (x) an advance ruling certificate (an “ARC”) Parent Required Statutory Approvals shall have been issued in accordance with Section 102 of the Competition Act by the Commissioner of Competition (the “Commissioner”) appointed under the Competition Act made or (y) Parent obtained and shall have been advised in writing by the Commissioner that the Commissioner has determined not to make an application for an order under Section 92 of the Competition Act in respect of the transactions contemplated by this Agreement and that any terms and conditions attached to any such advice shall be acceptable to Parent and the Company acting reasonably (become a “no-action letter”) and either the Commissioner shall have issued a waiver under Section 113(c) of the Competition Act of the obligation to notify the Commissioner under Part IX of the Competition Act or the waiting period under Section 123 of the Competition Act shall have expired; Final Order, and (iv) all noticesother consents, reports registrations, approvals, permits and other filings authorizations required to be made obtained in order to lawfully consummate the Merger prior to the Effective Time by the Company or Parent or any of their respective Subsidiaries with, and all consents, registrations, approvals, permits and authorizations required to be obtained prior to the Effective Time by the Company or Parent or any of their respective Subsidiaries subsidiaries from, any Governmental Entity (collectively, “Governmental Consents”"GOVERNMENTAL CONSENTS") in connection with the execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement and the Arrangement hereby by the Company Company, Parent and Parent Merger Sub shall have been made or obtained (as the case may be)) and shall have become a Final Order, other than any immaterial Governmental Consents except for those that the failure of which to make or obtain to obtain, individually or in the aggregate, would not subject have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. A "FINAL ORDER" means action by the relevant Governmental Entity which has not been reversed, stayed, enjoined, set aside, annulled or suspended, with respect to which any Person waiting period prescribed by law before the transactions contemplated hereby may be consummated has expired, and as to any risk which all conditions to the consummation of criminal liabilitysuch transactions prescribed by law, regulation or order have been satisfied.

Regulatory Consents. (i) The waiting period applicable to the consummation of the transactions contemplated by this Agreement and the Arrangement Merger under the HSR Act and applicable Insurance Laws shall have expired or been terminated; terminated and (ii) Parent shall have received written evidence from other than the responsible minister filing provided for in Section 1.4 and filings, if any, required under the Investment Canada Act (the “Minister”) that the Minister is satisfied or deemed to be satisfied that the transactions contemplated by this Agreement are likely of net benefit to Canada, on terms and conditions reasonably satisfactory to each environmental transfer acts of the Company states of New Jersey and Parent; (iii) if the transactions contemplated by this Agreement are notifiable pursuant to Part IX of the Competition ActConnecticut, (x) an advance ruling certificate (an “ARC”) shall have been issued in accordance with Section 102 of the Competition Act by the Commissioner of Competition (the “Commissioner”) appointed under the Competition Act or (y) Parent shall have been advised in writing by the Commissioner that the Commissioner has determined not to make an application for an order under Section 92 of the Competition Act in respect of the transactions contemplated by this Agreement and that any terms and conditions attached to any such advice shall be acceptable to Parent and the Company acting reasonably (a “no-action letter”) and either the Commissioner shall have issued a waiver under Section 113(c) of the Competition Act of the obligation to notify the Commissioner under Part IX of the Competition Act or the waiting period under Section 123 of the Competition Act shall have expired; and (iv) all notices, reports and other filings required to be made prior to the Effective Time by Spinco, the Company or Parent or any of their respective Subsidiaries or Joint Ventures with, and all consents, registrations, approvals, permits and authorizations required to be obtained prior to the Effective Time by Spinco, the Company or Parent or any of their respective Subsidiaries or Joint Ventures from, any Governmental Entity (collectively, “Governmental Consents”) in connection with the execution and delivery of this Agreement the Transaction Agreements and the consummation of the Merger and the other transactions contemplated hereby and thereby by this Agreement Spinco, the Company, Parent and the Arrangement by the Company and Parent Merger Sub shall have been made or obtained (as the case may be), other than any immaterial Governmental Consents (in the case of jurisdictions other than the United States, the Netherlands, the People's Republic of China, Hong Kong, Mexico, Poland, Malaysia and Taiwan) those the failure of which to make or obtain would not subject are not, individually or in the aggregate, reasonably likely (as compared to the situation in which they are made or obtained and taking into account all possible consequences to Parent and its Subsidiaries, Spinco and its Subsidiaries and the Company and its Subsidiaries and Joint Ventures of consummating the transactions contemplated by the Transaction Agreements without making or obtaining them) (A) to be material to the Company and its Subsidiaries and Joint Ventures, taken as a whole, (B) to be material to Parent and its Subsidiaries, taken as a whole, (C) to materially and adversely impact the reasonably anticipated economic and business benefits to Parent and its Subsidiaries of the transactions contemplated hereby, (D) to result in criminal liability or a more than de minimis civil fine or other penalty against Parent or any Person of its Affiliates, joint ventures or employees or against the Company or any of its Affiliates, Joint Ventures or employees or (E) to result in Parent and its Subsidiaries and joint ventures being prohibited from conducting, or materially limited in their ability to conduct, business in any risk jurisdiction (collectively, "Governmental Consents"). (i) No court or Governmental Entity of criminal liabilitycompetent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law (including any Insurance Law) (whether temporary, preliminary or permanent) (collectively, an "Order") that is in effect and restrains, enjoins or otherwise prohibits consummation of the Spin-Off or the Merger. (ii) No Governmental Entity shall have instituted or threatened to institute any proceeding that seeks such an Order.

Regulatory Consents. (i) (A) The waiting period applicable to the consummation of the transactions contemplated by this Agreement and the Arrangement Merger under the HSR Act shall have expired or been earlier terminated; (iiB) Parent shall have received written evidence from the responsible minister under the Investment Canada Act (the “Minister”) that the Minister is satisfied or deemed to be satisfied that the transactions contemplated by this Agreement are likely of net benefit to Canada, on terms and conditions reasonably satisfactory to each of the Company and Parent; (iiiC) if the transactions contemplated by this Agreement are notifiable pursuant to Part IX of the Competition Act, (x) The Commissioner of Competition appointed under the Competition Act (Canada) or a person authorized by her (the “Commissioner”) shall have issued an advance ruling certificate (an “ARC”) shall have been issued in accordance with Section under section 102 of the Competition Act by (Canada) in respect of the Commissioner Merger and shall not have subsequently withdrawn or purported to withdraw such ARC or have indicated that she has obtained new information as a result of Competition (the “Commissioner”) appointed under which she is no longer satisfied that she would not have sufficient grounds on which to apply to the Competition Act Tribunal with respect to the Merger; or (y) Parent shall have been advised in writing by (I) the Commissioner that the Commissioner has determined not to make an application for an order under Section 92 of the Competition Act in respect of the transactions contemplated by this Agreement and that any terms and conditions attached to any such advice shall be acceptable to Parent and the Company acting reasonably (a “no-action letter”) and either the Commissioner shall have issued a waiver under Section 113(c) of the Competition Act of the obligation to notify the Commissioner under Part IX of the Competition Act or the waiting applicable time period under Section 123 of the Competition Act (Canada) shall have expiredexpired or been waived or terminated by the Commissioner; and (ivII) all notices, reports and other filings required the Commissioner shall have advised the Parent that the Commissioner does not intend to be made prior make an application to the Effective Time by Competition Tribunal in respect of the Merger, such advice shall not be conditioned upon or have terms and conditions that would adversely affect in any material respect the values or operations of the Company or Parent or any of their respective Subsidiaries subsidiaries, and the Commissioner shall not have rescinded or amended such advice; and (D) all waiting periods, consents, approvals and other actions by the Republic of Colombia under national antitrust and competition Laws having expired, been obtained or otherwise become inapplicable to the Merger. (ii) Other than the filing pursuant to Section 1.3 and Section 7.1(b)(i), all other authorizations, consents, orders or approvals of, or declarations, notices or filings with, and all consents, registrations, approvals, permits and authorizations required to be obtained prior to the Effective Time by the Company or Parent or any expirations of their respective Subsidiaries fromwaiting periods imposed by, any Governmental Entity in connection with the Merger and the consummation of the other transactions contemplated hereby by the Company, Parent and Merger Sub (collectively, “Governmental Consents”) in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and the Arrangement by the Company and Parent shall have been made or obtained (as the case may be), other than any immaterial Governmental Consents ) except those that the failure of which to make or obtain obtain, individually or in the aggregate, are not reasonably expected to have a Company Material Adverse Effect or to provide a reasonable basis to conclude that the parties hereto or any of their Affiliates would not be subject any Person to any risk of criminal liabilitysanctions or any of their Representatives would be subject to the risk of criminal or civil sanctions.

Regulatory Consents. (i) The waiting period applicable to the consummation of the transactions contemplated by this Agreement and the Arrangement Merger under the HSR Act shall have expired or been earlier terminated; (ii) the FSA shall have notified Parent pursuant to Section 189(4)(a) of the Financial Services and Markets Act of 2000 (the “FSMA”), that the FSA approves of Parent (and any other potential controllers in Parent's group, to the extent required) acquiring control of the Company, or shall have given such approval pursuant to Section 189(6) of the FSMA; and (iii) either (A) the parties shall have received the written evidence from approval of FINRA for the responsible minister under Mergers pursuant to FINRA Rule 1017; or (B) (1) thirty five (35) calendar days shall have elapsed after the Investment Canada Act filing of the FINRA Rule 1017 filing and such filing shall not have been rejected; (2) Parent or the “Minister”) Company shall have thereafter notified FINRA that the Minister is satisfied parties hereto intend to consummate the Closing pursuant to FINRA Rule 1017 without written approval from FINRA; and (3) either (x) FINRA shall have informed the parties that it would not impose restrictions on Parent or deemed to be satisfied that any of its Subsidiaries (including the transactions contemplated by this Agreement are likely of net benefit to Canada, on terms Surviving Corporation and conditions reasonably satisfactory to each the Surviving Entity and their Subsidiaries following the Company Merger Effective Time) of the Company and Parent; (iiisort to which the parties would not have to agree in seeking FINRA approval in accordance with the last sentence of Section 6.5(b)(i) if the transactions contemplated by this Agreement are notifiable pursuant to Part IX of the Competition Act, Closing is effected without FINRA approval (x) an advance ruling certificate (an “ARCMaterial Restrictions”) shall have been issued in accordance with Section 102 of the Competition Act by the Commissioner of Competition (the “Commissioner”) appointed under the Competition Act or (y) Parent FINRA shall not have been advised in writing informed the parties that it is considering imposing Material Restrictions by the Commissioner that later of thirty (30) calendar days after the Commissioner has determined not to make an FINRA 1017 application for an order under Section 92 is filed and the date of the Competition Act in respect receipt of the transactions FSA approval contemplated by this Agreement and that any terms and conditions attached to any such advice shall be acceptable to Parent and the Company acting reasonably preceding clause (a “no-action letter”) and either the Commissioner shall have issued a waiver under Section 113(c) of the Competition Act of the obligation to notify the Commissioner under Part IX of the Competition Act or the waiting period under Section 123 of the Competition Act shall have expired; and (iv) all notices, reports and other filings required to be made prior to the Effective Time by the Company or Parent or any of their respective Subsidiaries with, and all consents, registrations, approvals, permits and authorizations required to be obtained prior to the Effective Time by the Company or Parent or any of their respective Subsidiaries from, any Governmental Entity (collectively, “Governmental Consents”) in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and the Arrangement by the Company and Parent shall have been made or obtained (as the case may beii), other than any immaterial Governmental Consents the failure of which to make or obtain would not subject any Person to any risk of criminal liability.

Regulatory Consents. (i) The waiting period applicable to the consummation of the transactions contemplated by this Agreement and the Arrangement Merger under the HSR Act and applicable Insurance Laws shall have expired or been terminated; terminated and (ii) Parent shall have received written evidence from other than the responsible minister under the Investment Canada Act (the “Minister”) that the Minister is satisfied or deemed to be satisfied that the transactions contemplated by this Agreement are likely of net benefit to Canadafiling provided for in Section 1.3, on terms and conditions reasonably satisfactory to each of the Company and Parent; (iii) if the transactions contemplated by this Agreement are notifiable pursuant to Part IX of the Competition Act, (x) an advance ruling certificate (an “ARC”) shall have been issued in accordance with Section 102 of the Competition Act by the Commissioner of Competition (the “Commissioner”) appointed under the Competition Act or (y) Parent shall have been advised in writing by the Commissioner that the Commissioner has determined not to make an application for an order under Section 92 of the Competition Act in respect of the transactions contemplated by this Agreement and that any terms and conditions attached to any such advice shall be acceptable to Parent and the Company acting reasonably (a “no-action letter”) and either the Commissioner shall have issued a waiver under Section 113(c) of the Competition Act of the obligation to notify the Commissioner under Part IX of the Competition Act or the waiting period under Section 123 of the Competition Act shall have expired; and (iv) all notices, reports and other filings required to be made prior to the Effective Time by the Company or Parent or any of their respective Subsidiaries with, and all consents, registrations, approvals, permits and authorizations required to be obtained prior to the Effective Time by the Company or Parent or any of their respective Subsidiaries from, any Governmental Entity (collectively, “Governmental Consents”) in connection with the execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement and the Arrangement hereby by the Company Company, Parent and Parent Merger Sub shall have been made or obtained (as the case may be), other than any immaterial Governmental Consents (in the case of jurisdictions other than the United States, the United Kingdom and the Netherlands) those the failure of which to make or obtain would not subject are not, individually or in the aggregate, reasonably likely (as compared to the situation in which they are made or obtained and taking into account all possible consequences to the Parent and its Subsidiaries and the Company and its Subsidiaries of consummating the transactions contemplated by this Agreement without making or obtaining them) (i) to be material to the Company and its Subsidiaries, taken as a whole, (ii) to be material to the EXECUTION COPY Parent and its Subsidiaries, taken as a whole, (iii) to materially and adversely impact the reasonably anticipated economic and business benefits to the Parent and its Subsidiaries of the transactions contemplated hereby, (iv) to result in criminal liability or a more than de minimis civil fine or other penalty against Parent or any Person of its Subsidiaries, Affiliates or employees or against the Company or any of its Subsidiaries, Affiliates or employees, or (v) to result in Parent and its Subsidiaries being prohibited from conducting, or materially limited in their ability to conduct, business in any risk of criminal liabilityjurisdiction (collectively, "Governmental Consents").

Regulatory Consents. (i) The waiting period periods applicable to the consummation of the transactions contemplated by this Agreement and the Arrangement Merger under (A) the HSR Act and (B) applicable Insurance Laws shall have expired or been terminated; , (ii) confirmation having been received by Parent from the United Kingdom Office of Fair Trading or the appropriate United Kingdom government minister, in terms reasonably satisfactory to Parent and the Company, that the United Kingdom Secretary of State for Trade and Industry does not intend to refer the transactions contemplated by this Agreement, or any matters arising therefrom, to the United Kingdom Competition Commission (iii) the transactions contemplated hereby shall have received written evidence from been approved by the responsible minister under OTS or the Investment Canada parties shall have mutually determined that no such approval is required, (iv) solely to the extent required by a change in applicable Law or the interpretation of applicable Law by a United Kingdom court or tribunal or a change in structure of the transaction as permitted by Section 1.4 hereof, in each case occurring after the date hereof, any special consent of H.M. Treasury pursuant to Section 765 of the Income and Corporation Taxes Act (the “Minister”) that the Minister is satisfied or deemed 1988 with respect to be satisfied that the transactions contemplated by this Agreement are likely of net benefit to Canadashall, on terms and conditions if required by Law, have been obtained in a form reasonably satisfactory to each of the Company and Parent; (iii) if the transactions contemplated by this Agreement are notifiable pursuant to Part IX of the Competition Act, (x) an advance ruling certificate (an “ARC”) shall have been issued in accordance with Section 102 of the Competition Act by the Commissioner of Competition (the “Commissioner”) appointed under the Competition Act or (y) Parent shall have been advised in writing by the Commissioner that the Commissioner has determined not to make an application for an order under Section 92 of the Competition Act in respect of the transactions contemplated by this Agreement and that any terms and conditions attached to any such advice shall be acceptable to Parent and the Company acting reasonably (a “no-action letter”) and either the Commissioner shall have issued a waiver under Section 113(c) of the Competition Act of the obligation to notify the Commissioner under Part IX of the Competition Act or the waiting period under Section 123 of the Competition Act shall have expired; Company, and (ivv) other than the filing provided for in Section 1.3, all notices, reports and other filings required to be made prior to the Effective Time by the Company or Parent or any of their respective Subsidiaries or affiliates, or the Depositary (and, as applicable, its parent undertakings) or any custodian under the Deposit Agreement with, and all consents, registrations, approvals, permits and authorizations required to be obtained prior to the Effective Time by the Company or Parent or any of their respective Subsidiaries or affiliates or the Depositary (or, as applicable, its parent undertakings) or any custodian under the Deposit Agreement from, any Governmental Entity ((i) through (v) collectively, “Governmental Consents”) "GOVERNMENTAL CONSENTS"), in connection with the execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement and hereby (other than Governmental Consents the Arrangement by failure of which to expire, to terminate or to be obtained or made is not reasonably likely to result, individually or in the Company and Parent aggregate, in the imposition on Parent, the Company, the Surviving Corporation or any of their respective Subsidiaries or affiliates, or the Depositary (or, as applicable, its parent undertakings) or any custodian under the Deposit Agreement, of a criminal penalty or material civil penalties) shall have been made or obtained (as the case may be), other than any immaterial and no such Governmental Consents Consent shall impose a Burdensome Condition; provided, however, that no party that has previously agreed to accept a particular Burdensome Condition in respect of a Governmental Consent shall be permitted to assert the existence of such Burdensome Condition as a reason for the failure of which the condition set forth in this Section 7.1(c) to make or obtain would not subject any Person to any risk of criminal liabilitybe satisfied.

Regulatory Consents. (a) In connection with the transactions contemplated by this Agreement, the Company shall (and, to the extent required, shall cause its Affiliates to) (i) promptly, but in no event later than ten (10) Business Days after the date of this Agreement, comply with the notification and reporting requirements of the HSR Act and (ii) with respect to each other Regulatory Consent, as promptly as practicable prepare and file all filings, requests, registrations and notices necessary to obtain such Regulatory Consent. The waiting period applicable Company shall use reasonable best efforts to, as promptly as practicable, (A) substantially comply with any Information or Document Requests (including certifying substantial compliance with any so-called “second request” (or similar request)) and (B) obtain the Regulatory Consents. (b) The Company shall promptly furnish to the Acquiror copies of any material notices or written communications received by the Company or any of its Affiliates from any Regulatory Consent Authority or other Governmental Authority with respect to the transactions contemplated by this Agreement, and the Company and its Affiliates shall permit counsel to the Acquiror an opportunity to review in advance, and the Company shall consider in good faith the views of such counsel in connection with, any proposed material written communications by the Company or its Affiliates to any Regulatory Consent Authority or other Governmental Authority concerning the transactions contemplated by this Agreement. The Company agrees to provide Acquiror and its counsel the opportunity, on reasonable advance notice, to participate in any material meetings or discussions, either in person, video conference or by telephone, between the Company or any of its Affiliates, agents or advisors, on the one hand, and any Regulatory Consent Authority or other Governmental Authority, on the other hand, concerning or in connection with the transactions contemplated hereby. If any Action, including any proceeding by a private party or a Governmental Authority, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Law, the Company shall (and shall cause its Affiliates to) consult and cooperate in all respects with Acquiror in the defense or settlement of any such Action. (c) The Company shall not, and shall cause its controlled Affiliates not to, acquire or agree to acquire equity or assets of, or other interests in, or merge or consolidate with (or agree to merge or consolidate with), any corporation, partnership, association or other business organization or Person, or any business unit, division, subsidiary or other portion thereof, or take any other action, if such action would reasonably be expected to (i) materially increase the risk of any Regulatory Consent Authority or other Governmental Authority seeking or entering a Governmental Order or other Law prohibiting, preventing, restricting, delaying or otherwise making unlawful the consummation of the transactions contemplated by this Agreement and the Arrangement under the HSR Act shall have expired or been terminatedAgreement; (ii) Parent shall have received written evidence from materially increase the responsible minister under the Investment Canada Act (the “Minister”) that the Minister is satisfied risk of not being able to remove any such Governmental Order or deemed to be satisfied that the transactions contemplated by this Agreement are likely of net benefit to Canada, other Law on terms and conditions reasonably satisfactory to each of the Company and Parentappeal or otherwise; (iii) if materially delay the transactions contemplated by this Agreement are notifiable pursuant to Part IX satisfaction of the Competition Act, (x) an advance ruling certificate (an “ARC”) shall have been issued conditions contained in accordance with Section 102 of the Competition Act by the Commissioner of Competition (the “Commissioner”) appointed under the Competition Act 9.1 or (y) Parent shall have been advised in writing by the Commissioner that the Commissioner has determined not to make an application for an order under Section 92 of the Competition Act in respect of the transactions contemplated by this Agreement and that any terms and conditions attached to any such advice shall be acceptable to Parent and the Company acting reasonably (a “no-action letter”) and either the Commissioner shall have issued a waiver under Section 113(c) of the Competition Act of the obligation to notify the Commissioner under Part IX of the Competition Act or the waiting period under Section 123 of the Competition Act shall have expired; and (iv) all notices, reports and other filings required to be made prior to the Effective Time by the Company otherwise prevent or Parent or any of their respective Subsidiaries with, and all consents, registrations, approvals, permits and authorizations required to be obtained prior to the Effective Time by the Company or Parent or any of their respective Subsidiaries from, any Governmental Entity (collectively, “Governmental Consents”) in connection with the execution and delivery of this Agreement and materially delay the consummation of the transactions contemplated by this Agreement and the Arrangement by the Company and Parent shall have been made or obtained Agreement, in each case of clauses (as the case may bei) through (iv), other than the establishment of any immaterial Governmental Consents new location for the failure operation of which to make or obtain would not subject any Person to any risk the business of criminal liabilitythe Company and its Subsidiaries set forth on Schedule 6.3(c).

Regulatory Consents. (i) The waiting period applicable to the consummation of the transactions contemplated by this Agreement and the Arrangement Amalgamation under the HSR Act shall have expired or been terminated; , (ii) Parent the requisite Governmental Entities shall have received written evidence approved the Transfer Applications, (iii) any consents or approvals from the responsible minister under the Investment Canada Act (the “Minister”) that the Minister is satisfied or deemed OFAC required to be satisfied that complete the transactions contemplated by this Agreement are likely of net benefit to Canada, on terms and conditions reasonably satisfactory to each of the Company and Parent; (iii) if the transactions contemplated by this Agreement are notifiable pursuant to Part IX of the Competition Act, (x) an advance ruling certificate (an “ARC”) hereby shall have been issued in accordance with Section 102 of the Competition Act by the Commissioner of Competition obtained, (the “Commissioner”iv) appointed applicable procedures under the Competition Act or (y) Parent Exon-F▇▇▇▇▇ shall have been advised completed and no action in writing by connection with Exon-F▇▇▇▇▇ shall have been taken that would cause a Company Material Adverse Effect or an Amalgamated Company Material Adverse Effect, (v) any filings required under the Commissioner that the Commissioner has determined not to make an application for an order under Section 92 of the Competition Act in respect of the transactions contemplated by this Agreement and that any terms and conditions attached to any such advice shall be acceptable to Parent AECA and the ITAR have been made and all appropriate waiting periods have expired, lapsed or been terminated and/or all required approvals have been granted, (vi) the Required Company acting reasonably (a “no-action letter”) Consents and either the Commissioner Required Parent Consents shall have issued a waiver under Section 113(c) of the Competition Act of the obligation to notify the Commissioner under Part IX of the Competition Act be made or the waiting period under Section 123 of the Competition Act shall have expired; obtained, and (ivvii) all other notices, reports reports, applications and other filings required to be made prior to the Effective Time by the Company or Parent or any of their respective Subsidiaries with, and all consents, registrations, approvals, permits permits, clearances and authorizations required to be obtained prior to the Effective Time by the Company or Parent or any of their respective Subsidiaries from, any Governmental Entity (collectively, “Governmental Consents”) in connection with the execution and delivery of this Agreement, the Amalgamation Agreement and the Sub Amalgamation Agreement and the consummation of the Amalgamation, the Sub Amalgamation and the other transactions contemplated by this Agreement, the Amalgamation Agreement and the Arrangement Sub Amalgamation Agreement by the Company Company, Bermuda Limited, Parent, Amalgamation Sub and Parent Amalgamation Sub Two shall have been made or obtained (as the case may be), other than any immaterial Governmental Consents except, in the case of clause (vii), those the failure of which to make or to obtain which, individually or in the aggregate, have not had, or would not subject any Person reasonably be expected to any risk of criminal liabilityhave, a Company Material Adverse Effect or an Amalgamated Company Material Adverse Effect.