Common use of Governmental Filings; No Violations Clause in Contracts

Governmental Filings; No Violations. 2.2.4.1. Other than the necessary filings, notices, approvals, confirmations, consents, declarations and/or decisions (A) pursuant to Sections 1.1.2 and 3.4, (B) under the HSR Act, the Exchange Act and the Securities Act, (C) to comply with the rules and regulations of the U.K. Listing Authority ("UKLA"), the LSE, the NYSE and the National Association of Securities Dealers Automated Quotation System National Market (the "NASDAQ") or any other stock exchanges on which securities of the Company or Parent or any of its Subsidiaries are listed or traded, (D) with and from the European Commission, in accordance with the Regulation, (E) with and from the competent authority of any member state of the European Union to which any of the transactions contemplated by this Agreement is referred pursuant to under Article 9 of the Regulation), (F) or under other antitrust laws, competition or other similar rules, regulations and judicial doctrines of jurisdictions outside of the United States and the European Union and (G) with and from H.M. Treasury pursuant to Section 765 of Income and Corporation Tax Act 1988 (these filings, notices, approvals, confirmations, consents, declarations and/or decisions to be made, given or obtained by Parent being the "Parent Required Consents"), no filings, notices, declarations and/or decisions are required to be made by Parent or any of its Subsidiaries with, nor are any approvals or other confirmations or consents required to be obtained by Parent or any of its Subsidiaries from, any Governmental Entity, in connection with the execution and delivery by Parent and, to the extent applicable, Merger Sub of this Agreement, the performance by Parent and Merger Sub of their obligations under this Agreement and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement, except those the failure of which to make, give or obtain, individually or in the aggregate, would not have a Material Adverse Effect on Parent or prevent, materially delay or materially impair Parent's or Merger Sub's ability to consummate the Merger or any of the other transactions contemplated by this Agreement.

Governmental Filings; No Violations. 2.2.4.1. (i) Other than the necessary any filings, notices, approvals, confirmationsreports, consents, declarations and/or decisions registrations, approvals, permits, expirations of waiting periods or authorizations required to be made (A) pursuant to Sections 1.1.2 and 3.4the DGCL, (B) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act, the Exchange Act and the Securities Act”), (C) under the European Commission under Council Regulation (EC) No 139/2004 of 20 January 2004 on the control of concentrations between undertakings (the “EUMR”), (D) under other applicable antitrust, competition or merger control laws promulgated by any non-U.S. Governmental Entity (“Foreign Antitrust Laws” and, together with the HSR Act and the EUMR, “Antitrust Laws”), (E) in connection with the filing of a Joint Notice with CFIUS, (F) pursuant to comply the Exchange Act or (G) in accordance with the rules and regulations policies of the U.K. Listing Authority ("UKLA"), the LSE, the NYSE and the National Association of Securities Dealers Automated Quotation System National Market (the "NASDAQ") or any other stock exchanges on which securities of the Company or Parent or any of its Subsidiaries are listed or traded, (D) with and from the European Commission, in accordance with the Regulation, (E) with and from the competent authority of any member state of the European Union to which any of the transactions contemplated by this Agreement is referred pursuant to under Article 9 of the Regulation), (F) or under other antitrust laws, competition or other similar rules, regulations and judicial doctrines of jurisdictions outside of the United States and the European Union and (G) with and from H.M. Treasury pursuant to Section 765 of Income and Corporation Tax Act 1988 (these filings, notices, approvals, confirmations, consents, declarations and/or decisions to be made, given or obtained by Parent being the "Parent Required Consents")NYSE, no filings, notices, declarations and/or decisions reports, consents, registrations, approvals, permits or authorizations are required to be made by Parent the Company or any of its Subsidiaries with, nor are any approvals or other confirmations or consents required to be obtained by Parent the Company or any of its Subsidiaries from, any domestic, foreign or transnational governmental, quasi-governmental, regulatory or self-regulatory authority, agency, commission, body, department or instrumentality or any court, tribunal or arbitrator or other entity or subdivision thereof or other legislative, executive or judicial entity (each, a “Governmental Entity”), in connection with the execution execution, delivery and delivery by Parent and, to the extent applicable, Merger Sub performance of this Agreement, Agreement by the performance by Parent and Merger Sub of their obligations under this Agreement Company and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated by this AgreementAgreement by the Company, except those the failure of which as (x) would not reasonably be expected to make, give or obtainhave, individually or in the aggregate, would not have a Material Adverse Effect on Parent and (y) would not reasonably be expected, individually or preventin the aggregate, materially delay or materially impair Parent's or Merger Sub's ability to consummate prevent the Company from consummating the Merger or any of by the other transactions contemplated by this AgreementOutside Date.

Governmental Filings; No Violations. 2.2.4.1. Other than (i) The execution, delivery and performance by the necessary filings, notices, approvals, confirmations, consents, declarations and/or decisions (A) pursuant to Sections 1.1.2 and 3.4, (B) under the HSR Act, the Exchange Act Company of this Agreement and the Securities Act, (C) to comply with the rules and regulations of the U.K. Listing Authority ("UKLA"), the LSE, the NYSE and the National Association of Securities Dealers Automated Quotation System National Market (the "NASDAQ") or any other stock exchanges on which securities of consummation by the Company or Parent or any of its Subsidiaries are listed or traded, (D) with and from the European Commission, in accordance with the Regulation, (E) with and from the competent authority of any member state of the European Union to which any of the transactions contemplated by this Agreement is referred pursuant to under Article 9 require no authorization or other action by or in respect of, or filing with, any (A) federal, state, local, municipal, foreign or other government; (B) governmental, quasi-governmental, supranational or regulatory authority (including any governmental division, department, agency, commission, instrumentality, organization, unit or body and any court or other tribunal); (C) self-regulatory organization (including NYSE); or (D) arbitral tribunal (each, a “Governmental Authority”) other than (1) the filing of the RegulationDelaware Certificate of Merger with the Delaware Secretary of State, (2) compliance with any applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (F3) or under compliance with any applicable requirements of any other antitrust laws, competition or other similar rules, regulations and judicial doctrines Antitrust Laws (including the filing of jurisdictions outside of a joint voluntary notice with the Committee on Foreign Investment in the United States (“CFIUS”) pursuant to the Defense Production Act of 1950 (including Section 721 thereof, and the European Union regulations promulgated thereunder (the “Exon-Xxxxxx Amendment”)) and the filing of a notice of an intended sale or transfer to a foreign person with the U.S. Department of State Directorate of Defense Trade Controls (“DDTC”) under International Traffic in Arms Regulations (“ITAR”) §122.4(b) (if deregistration from DDTC has not been completed)), (4) compliance with any applicable requirements of the DOJ Agreement, (5) compliance with any applicable requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Securities Act of 1933, as amended (the “Securities Act”) and any other applicable U.S. state or federal securities, takeover or “blue sky” Laws, (6) compliance with any applicable rules of NYSE and (G7) with where failure to obtain such authorization or take any such action (A) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and from H.M. Treasury pursuant to Section 765 of Income and Corporation Tax Act 1988 (these filingsB) would not reasonably be expected to, noticesindividually or in the aggregate, approvals, confirmations, consents, declarations and/or decisions to be made, given prevent or obtained by Parent being the "Parent Required Consents"), no filings, notices, declarations and/or decisions are required to be made by Parent or any of its Subsidiaries with, nor are any approvals or other confirmations or consents required to be obtained by Parent or any of its Subsidiaries from, any Governmental Entity, in connection with the execution and delivery by Parent and, to the extent applicable, Merger Sub of this Agreement, the performance by Parent and Merger Sub of their obligations under this Agreement and materially delay the consummation by Parent and Merger Sub of any of the Merger and the other transactions contemplated by this Agreement, except those the failure of which to make, give or obtain, individually or in the aggregate, would not have a Material Adverse Effect on Parent or prevent, materially delay or materially impair Parent's or Merger Sub's ability to consummate the Merger or any of the other transactions contemplated by this Agreement.

Governmental Filings; No Violations. 2.2.4.1. Other than (i) The execution, delivery and performance by the necessary filings, notices, approvals, confirmations, consents, declarations and/or decisions (A) pursuant to Sections 1.1.2 and 3.4, (B) under the HSR Act, the Exchange Act Company of this Agreement and the Securities Act, (C) to comply with the rules and regulations of the U.K. Listing Authority ("UKLA"), the LSE, the NYSE and the National Association of Securities Dealers Automated Quotation System National Market (the "NASDAQ") or any other stock exchanges on which securities of consummation by the Company or Parent or any of its Subsidiaries are listed or traded, (D) with and from the European Commission, in accordance with the Regulation, (E) with and from the competent authority of any member state of the European Union to which any of the transactions contemplated by this Agreement is referred pursuant to under Article 9 require no authorization or other action by or in respect of, or filing with, any (A) federal, state, local, municipal, foreign or other government; (B) governmental, quasi-governmental, supranational or regulatory authority (including any governmental division, department, agency, commission, instrumentality, organization, unit or body and any court or other tribunal); (C) self-regulatory organization (including NYSE); or (D) arbitral tribunal (public or private) (each, a “Governmental Authority”) other than (1) the filing of the RegulationDelaware Certificate of Merger with the Secretary of State of the State of Delaware, (2) compliance with any applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), (F3) or under compliance with any applicable requirements of any other antitrust laws, competition or other similar rules, regulations and judicial doctrines of jurisdictions outside Antitrust Laws set forth on Section 5.1(d)(i) of the United States Company Disclosure Schedule, (4) compliance with any applicable requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Securities Act of 1933, as amended (the “Securities Act”) and any other applicable U.S. state or federal securities, takeover or “blue sky” Laws, (5) compliance with any applicable rules of the European Union NYSE and (G6) with and from H.M. Treasury pursuant where failure to Section 765 of Income and Corporation Tax Act 1988 obtain such authorization or take any such action would not reasonably be expected to (these filings, notices, approvals, confirmations, consents, declarations and/or decisions to be made, given or obtained by Parent being the "Parent Required Consents"), no filings, notices, declarations and/or decisions are required to be made by Parent or any of its Subsidiaries with, nor are any approvals or other confirmations or consents required to be obtained by Parent or any of its Subsidiaries from, any Governmental Entity, in connection with the execution and delivery by Parent and, to the extent applicable, Merger Sub of this Agreement, the performance by Parent and Merger Sub of their obligations under this Agreement and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement, except those the failure of which to make, give or obtainx) have, individually or in the aggregate, would not have a Material Adverse Effect on Parent or prevent, (y) prevent or materially delay or materially impair Parent's or Merger Sub's ability to consummate the consummation of the Merger or any of the other transactions contemplated by this Agreement.

Governmental Filings; No Violations. 2.2.4.1. (i) Other than the necessary reports, filings, noticesregistrations, consents, approvals, confirmationspermits, consents, declarations authorizations and/or decisions notices (A) pursuant to Sections 1.1.2 and 3.4Section 1.3, (B) under the HSR Act, the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), the Securities Act of 1933, as amended (the "Securities Act"), PUHCA (as defined herein) and the Securities ActExon-Xxxxxx provisions of the Omnibus Trade and Competitiveness Act of 1988 ("EXON-XXXXXX"), (C) required to be made with the New York Stock Exchange, Inc. ("NYSE"), (D) to comply with state securities or "blue sky" laws, the rules and regulations of the U.K. Listing Authority ("UKLA"), the LSE, the NYSE and the National Association of Securities Dealers Automated Quotation System National Market London Stock Exchange (the "NASDAQLSE") or any other stock exchanges on which securities of the Company or Parent or any of its Subsidiaries are listed or traded, (D) with and from the European Commission, in accordance with the Regulation), (E) with and from or to the competent authority of any member state of Federal Energy Regulatory Commission (the European Union to which any of the transactions contemplated by this Agreement is referred "FERC") pursuant to under Article 9 of the RegulationFederal Power Act, as amended (the "POWER ACT"), (F) with, to or under other antitrust laws, competition or other similar rules, regulations and judicial doctrines of jurisdictions outside of the United States and public service commission or similar regulatory body of the European Union and Commonwealths of Kentucky or Virginia, as applicable, pursuant to applicable state laws regulating the electric or gas utility business, or (G) with and from H.M. Treasury pursuant to identified in Section 765 5.1(d) of Income and Corporation Tax Act 1988 the Company Disclosure Letter (these filingscollectively, notices, approvals, confirmations, consents, declarations and/or decisions to be made, given or obtained by Parent being the "Parent Required ConsentsCOMPANY REQUIRED STATUTORY APPROVALS"), no filings, notices, declarations and/or decisions reports or other filings are required to be made by Parent the Company or any of its Subsidiaries subsidiaries with, nor are any approvals consents, registrations, approvals, permits or other confirmations or consents authorizations required to be obtained by Parent the Company or any of its Subsidiaries subsidiaries from, any Governmental Entitygovernmental or regulatory authority, agency, commission, body or other governmental entity including any stock exchange ("GOVERNMENTAL ENTITY"), in connection with the execution and delivery by Parent and, to the extent applicable, Merger Sub of this Agreement, Agreement by the performance by Parent and Merger Sub of their obligations under this Agreement Company and the consummation by Parent and Merger Sub the Company of the Merger and the other transactions contemplated by this Agreementhereby, except those that the failure of which to make, give make or obtainobtain would not, individually or in the aggregate, would not have a Company Material Adverse Effect on Parent or prevent, materially delay or materially impair Parent's or Merger Sub's ability to consummate the Merger or any of the other transactions contemplated by this AgreementEffect.

Governmental Filings; No Violations. 2.2.4.12.1.4.1. Other than the necessary filings, permits, authorizations, notices, approvals, confirmations, consents, declarations and/or decisions (A) pursuant to Sections 1.1.2 1.2.2 and 3.43.3.1, (B) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), the Exchange Act, the Exchange Securities Act and the Securities ActExon-Xxxxxx provisions of the Omnibus Trade and Competitiveness Act of 1988 ("Exon-Xxxxxx"), (C) to comply with the rules and regulations of the U.K. Listing Authority ("UKLA"), NYSE or the LSE, the NYSE and the National Association of Securities Dealers Automated Quotation System National Market (the "NASDAQ") LSE or any other stock exchanges on which securities of the Company or Parent BP Amoco, ARCO or any of its their respective Subsidiaries are listed or tradedlisted, (D) to comply with and from Council Regulation (EEC) No 4064/89 as amended (the European Commission"Regulation"), in accordance (insofar as the Merger constitutes a concentration with a Community dimension within the scope of the Regulation), (E) with and from the competent authority UK Office of any member state Fair Trading that is not the intention of the UK Secretary of State for Trade and Industry to refer the Merger or any matters arising therefrom to the UK Monopolies and Mergers Commission (the "MMC") or from the Secretary of State for Trade and Industry in the event that the Merger or any matters arising therefrom are referred to the MMC (insofar as the Merger qualifies for investigation by the MMC under the UK Fair Trading Act 1973 or a referral is made by the European Union Commission to which any of the transactions contemplated by this Agreement is referred pursuant to UK Competent Authority under Article 9 of the Regulation), (F) with or under from any other antitrust laws, competition national authority within the European Community to which the Merger (or other similar rules, regulations and judicial doctrines any part of jurisdictions outside it) is referred pursuant to Article 9 of the United States and the European Union Regulation) and (G) with and from H.M. Treasury pursuant to Section section 765 of the Income and Corporation Tax Taxes Act 1988 (these or the confirmation from H.M. Treasury or the Inland Revenue that no such consent is required to the transactions contemplated by this Agreement) (such filings, permits, authorizations, notices, approvals, confirmations, consents, declarations and/or decisions to be made, given or obtained by Parent BP Amoco being the "Parent BP Amoco Required Consents" and by ARCO being the "ARCO Required Consents"), no filings, notices, declarations and/or decisions are required to be made by Parent or any of its Subsidiaries it with, nor are any permits, authorizations, approvals or other confirmations or consents required to be obtained by Parent or any of its Subsidiaries it from, any governmental or regulatory (including stock exchange) authority, agency, court, commission, body or other governmental entity (including the U.K. Panel on Takeovers and Mergers (the "Takeover Panel")) (each, a "Governmental Entity"), in connection with the execution and delivery by Parent and, to the extent applicable, Merger Sub it of this Agreement, Agreement and the performance by Parent and Merger Sub of their obligations under this Stock Option Agreement and the consummation by Parent and Merger Sub it of the Merger and the other transactions contemplated by this Agreementhereby and thereby, except those the failure of which to make, give or obtainobtain would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Parent it or prevent, materially delay or materially impair Parent's or Merger Sub's its ability to consummate the Merger or any of and the other transactions contemplated by this Agreement and the Stock Option Agreement.

Governmental Filings; No Violations. 2.2.4.12.1.4.1. Other than the necessary filings, permits, authorizations, notices, approvals, confirmations, consents, declarations and/or decisions (A) pursuant to Sections 1.1.2 1.2.2. and 3.43.3.1., (B) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), the Exchange Act, the Exchange Securities Act and the Securities ActExon-Xxxxxx provisions of the Omnibus Trade and Competitiveness Act of 1988 ("EXON-XXXXXX"), (C) to comply with the rules and regulations of the U.K. Listing Authority ("UKLA"), NYSE or the LSE, the NYSE and the National Association of Securities Dealers Automated Quotation System National Market London Stock Exchange Limited (the "NASDAQLSE") or any other stock exchanges on which securities of the Company or Parent Vodafone, AirTouch or any of its respective Subsidiaries are listed or tradedlisted, (D) with and or from the European Commission, in accordance with Article 6(1)(b), 8(2) or 10(6) of Council Regulation (EEC) No 4064/89 as amended (the Regulation"REGULATION"), (E) with and or from any national authority within the competent authority European Community to whom the Merger (or any part of any member state it) is referred pursuant to Article 9 (3) of the European Union Regulation, (F) from H.M. Treasury pursuant to which any section 765 of the Income and Corporation Taxes Act 1988 (or the confirmation from H.M. Treasury or the Inland Revenue that no such consent is required to the transactions contemplated by this Agreement is referred pursuant to under Article 9 of the Regulation), Agreement) and (FG) or under other antitrust as may be required by laws, competition or other similar rulesorders, regulations regulations, practices and judicial doctrines of jurisdictions outside rules of the United States Federal Communications Commission (the "FCC") and state public utilities or public service commissions ("PUC"), the European Union U.K. Office of Telecommunications ("OFTEL") and foreign communications regulatory agencies, state or foreign antitrust authorities, foreign investment regulatory bodies or similar state, local or foreign regulatory bodies (G) with and from H.M. Treasury pursuant to Section 765 of Income and Corporation Tax Act 1988 (these such filings, permits, authorizations, notices, approvals, confirmations, consents, declarations and/or decisions to be made, given or obtained by Parent AirTouch being the "Parent Required ConsentsAIRTOUCH REQUIRED CONSENTS" and by Vodafone being the "VODAFONE REQUIRED CONSENTS"), no filings, notices, declarations and/or decisions are required to be made by Parent or any of its Subsidiaries it with, nor are any permits, authorizations, approvals or other confirmations or consents required to be obtained by Parent or any of its Subsidiaries it from, any Governmental Entitygovernmental or regulatory (including stock exchange) authority, agency, court, commission, body or other governmental entity (including the U.K. Panel on Takeovers and Mergers (the "TAKEOVER PANEL")) ("GOVERNMENTAL ENTITY"), in connection with the execution and delivery by Parent and, to the extent applicable, Merger Sub it of this Agreement, the performance by Parent and Merger Sub of their obligations under this Agreement and the consummation by Parent and Merger Sub it of the Merger and the other transactions contemplated by this Agreementhereby, except those the failure of which to make, give or obtainobtain would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Parent it or prevent, materially delay or materially impair Parent's or Merger Sub's its ability to consummate the Merger or any of and the other transactions contemplated by this Agreement.. 2.1.4.2. The execution, delivery and performance of this Agreement by it do not, and the consummation by it of the Merger and the other transactions contemplated hereby (including, in the case of Vodafone, the issue of Vodafone Ordinary Shares, including the Bearer Shares, if any, the delivery by Vodafone of Vodafone Ordinary Shares to the Nominee and the deposit of Vodafone Ordinary Shares by the Nominee with the Depositary against issuance of Vodafone Depositary Shares in accordance with the Deposit Agreement) will not, constitute or result in (A) a breach or violation of, or a default under, its certificate of incorporation or by-laws, in the case of AirTouch, or memorandum or articles of association, in the case of Vodafone, or the comparable governing instruments of any of the Significant Subsidiaries of AirTouch and Vodafone (in each case as amended from time to 14

Governmental Filings; No Violations. 2.2.4.12.1.4.1. Other than the necessary filings, notices, approvals, confirmations, consents, declarations and/or decisions (A) pursuant to Sections 1.1.2 and 3.4, (B) under the HSR ActHart-Scott-Rodino Antitrust Improvements Act of 1976, as amendex (xxx "XXX Xxx"), the Exchange Act and the Securities Act, (C) to comply with the rules and regulations of the U.K. Listing Authority ("UKLA"), the LSE, the NYSE and the National Association of Securities Dealers Automated Quotation System National Market (the "NASDAQ") or any other stock exchanges on which securities of the Company or Parent or any of its Subsidiaries are listed or traded, (D) with and from the European Commission, in accordance with Council Regulation (EEC) No 4064/89 as amended (the "Regulation"), (ED) with and from the competent authority of any member state of the European Union to which any of the transactions contemplated by this Agreement is referred pursuant to under Article 9 of the Regulation), Regulation (FE) or under other antitrust laws, competition or other similar rules, regulations and judicial doctrines of jurisdictions outside of the United States and the European Union Union, and (GF) to comply with the rules and from H.M. Treasury pursuant to regulations of the NYSE and the NASDAQ (as defined in Section 765 of Income and Corporation Tax Act 1988 2.2.4.1) (these filings, notices, approvals, confirmations, consents, declarations and/or decisions to be made, given or obtained by Parent being the Company being, if any, the "Parent Company Required Consents"), no filings, notices, declarations and/or decisions are required to be made by Parent the Company or any of its Subsidiaries with, nor are any approvals or other confirmations or consents required to be obtained by Parent the Company or any of its Subsidiaries from, any governmental or regulatory (including stock exchange) authority, agency, court, commission, body or other governmental entity (each, a "Governmental Entity"), in connection with the execution and delivery by Parent and, to the extent applicable, Merger Sub Company of this Agreement, Agreement and the performance by Parent and Merger Sub the Company of their its obligations under this Agreement and the consummation by Parent and Merger Sub the Company of the Merger and the other transactions contemplated by this Agreement, except those the failure of which to make, give or obtain, individually or in the aggregate, would not have a Material Adverse Effect on Parent the Company or prevent, materially delay or materially impair Parent's or Merger Subthe Company's ability to consummate the Merger or any of the other transactions contemplated by this Agreement.

Governmental Filings; No Violations. 2.2.4.1. (a) Other than (i) the filing of the Certificate of Merger pursuant to Section 1.3 and (ii) the necessary filings, notices, approvals, confirmationsreports, consents, declarations and/or decisions registrations, approvals, permits, expirations of waiting periods or authorizations (Aany of the foregoing being a “Consent”) pursuant to Sections 1.1.2 and 3.4, (B) required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act, the Exchange Act and the Securities Act, (C) to comply with the rules and regulations of the U.K. Listing Authority ("UKLA"), the LSE, the NYSE and the National Association of Securities Dealers Automated Quotation System National Market (the "NASDAQ"”) or any other stock exchanges on which securities of the Company or Parent or any of its Subsidiaries are listed or traded, (D) with and from the European Commission, applicable Antitrust Laws in accordance connection with the RegulationMerger, the Securities Exchange Act of 1934, as amended (E) with and from the competent authority of any member state of the European Union to which any of the transactions contemplated by this Agreement is referred pursuant to under Article 9 of the Regulation“Exchange Act”), (F) or under other antitrust laws, competition or other similar rules, regulations and judicial doctrines of jurisdictions outside of the United States and the European Union and Securities Act of 1933, as amended (G) with and from H.M. Treasury pursuant to Section 765 of Income and Corporation Tax Act 1988 (these filings, notices, approvals, confirmations, consents, declarations and/or decisions to be made, given or obtained by Parent being the "Parent Required Consents"“Securities Act”), no filings, notices, declarations notices and/or decisions reports are required to be made by Parent the Company or any of its Subsidiaries with, nor are any approvals or other confirmations or consents Consents required to be obtained by Parent the Company or any of its Subsidiaries from, any domestic, foreign or transnational governmental, competition, foreign investment or other regulatory authority, court, arbitral tribunal agency, commission, body, board, ministry, bureau, commission, quasi-governmental body exercising governmental authority or other legislative, executive, judicial, taxing, regulatory, or administrative governmental entity, stock exchange or self-regulatory agency, whether national, state, provincial, local or multinational (each, a “Governmental Entity”), in connection with the execution execution, delivery and delivery by Parent and, to the extent applicable, Merger Sub performance of this Agreement, Agreement by the performance by Parent and Merger Sub of their obligations under this Agreement and Company and/or the consummation by Parent and Merger Sub the Company of the Merger and the other transactions contemplated by this Agreementhereby, except except, in each case, those that the failure of which to make, give make or obtainobtain would not have or would not reasonably be expected to have, individually or in the aggregate, would not have a Company Material Adverse Effect on Parent or prevent, materially delay or materially impair Parent's or Merger Sub's the ability of the Company to consummate the Merger or any of the other transactions contemplated by this AgreementMerger.

Governmental Filings; No Violations. 2.2.4.12.1.4.1. Other than the necessary filings, notices, approvals, confirmations, consents, declarations and/or decisions (A) pursuant to Sections 1.1.2 and 3.4, (B) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), the Exchange Act and the Securities Act, (C) to comply with the rules and regulations of the U.K. Listing Authority ("UKLA"), the LSE, the NYSE and the National Association of Securities Dealers Automated Quotation System National Market (the "NASDAQ") or any other stock exchanges on which securities of the Company or Parent or any of its Subsidiaries are listed or traded, (D) with and from the European Commission, in accordance with Council Regulation (EEC) No 4064/89 as amended (the "Regulation"), (ED) with and from the competent authority of any member state of the European Union to which any of the transactions contemplated by this Agreement is referred pursuant to under Article 9 of the Regulation), Regulation (FE) or under other antitrust laws, competition or other similar rules, regulations and judicial doctrines of jurisdictions outside of the United States and the European Union Union, and (GF) to comply with the rules and from H.M. Treasury pursuant to regulations of the NYSE and the NASDAQ (as defined in Section 765 of Income and Corporation Tax Act 1988 2.2.4.1) (these filings, notices, approvals, confirmations, consents, declarations and/or decisions to be made, given or obtained by Parent being the Company being, if any, the "Parent Company Required Consents"), no filings, notices, declarations and/or decisions are required to be made by Parent the Company or any of its Subsidiaries with, nor are any approvals or other confirmations or consents required to be obtained by Parent the Company or any of its Subsidiaries from, any governmental or regulatory (including stock exchange) authority, agency, court, commission, body or other governmental entity (each, a "Governmental Entity"), in connection with the execution and delivery by Parent and, to the extent applicable, Merger Sub Company of this Agreement, Agreement and the performance by Parent and Merger Sub the Company of their its obligations under this Agreement and the consummation by Parent and Merger Sub the Company of the Merger and the other transactions contemplated by this Agreement, except those the failure of which to make, give or obtain, individually or in the aggregate, would not have a Material Adverse Effect on Parent the Company or prevent, materially delay or materially impair Parent's or Merger Subthe Company's ability to consummate the Merger or any of the other transactions contemplated by this Agreement.

Governmental Filings; No Violations. 2.2.4.12.1.4.1. Other than the necessary filings, notices, approvals, confirmations, consents, declarations and/or decisions (A) pursuant to Sections 1.1.2 1.2.2 and 3.43.3.1, (B) under the Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), the Exchange Act, the Exchange Securities Act of 1933, as amended (the "Securities Act") and the Securities ActExon-Xxxxxx provisions of the Omnibus Trade and Competitiveness Act of 1988 ("Exon-Xxxxxx"), (C) to comply with the rules and regulations of the U.K. Listing Authority ("UKLA"), NYSE or the LSE, the NYSE and the National Association of Securities Dealers Automated Quotation System National Market London Stock Exchange Limited (the "NASDAQLSE") or any other stock exchanges on which securities of the Company or Parent or any of its Subsidiaries are listed or traded), (D) with and from the European Commission, in accordance with Article 6(1)(b), 8(2) or 10(6) of Council Regulation (EEC) No 4064/89 as amended (the "Regulation") (insofar as the Merger constitutes a concentration with a Community dimension within the scope of the Regulation), (E) with and from the competent authority UK Office of any member state Fair Trading that it is not the intention of the UK Secretary of State for Trade and Industry to refer the Merger or any matters arising therefrom to the UK Monopolies and Mergers Commission (the "MMC") or from the Secretary of State for Trade and Industry in the event that the Merger or any matters arising therefrom are referred to the MMC (insofar as the Merger qualifies for investigation by the MMC under the UK Fair Trading Act 1973 or a referral is made by the European Union Commission to which any of the transactions contemplated by this Agreement is referred pursuant to UK Competent Authority under Article 9 of the Regulation), ) and (F) or under other antitrust laws, competition or other similar rules, regulations and judicial doctrines of jurisdictions outside of the United States and the European Union and (G) with and from H.M. Treasury pursuant to Section section 765 of the Income and Corporation Tax Taxes Act 1988 (these or the confirmation from H.M. Treasury or the Inland Revenue that no such consent is required to the transactions contemplated by this Agreement) (such filings, notices, approvals, confirmations, consents, declarations and/or decisions to be made, given or obtained by Parent Amoco being, if any, the "Amoco Required Consents" and by BP being the "Parent BP Required Consents"), no filings, notices, declarations and/or decisions are required to be made by Parent or any of its Subsidiaries it with, nor are any approvals or other confirmations or consents required to be obtained by Parent or any of its Subsidiaries it from, any governmental or regulatory (including stock exchange) authority, agency, court, commission, body or other governmental entity (including the Panel on Takeovers and Mergers) ("Governmental Entity"), in connection with the execution and delivery by Parent and, to the extent applicable, Merger Sub it of this Agreement, Agreement and the performance by Parent and Merger Sub of their obligations under this Stock Option Agreement and the consummation by Parent and Merger Sub it of the Merger and the other transactions contemplated by this Agreementhereby and thereby, except those the failure of which to make, give or obtain, individually or in the aggregate, would is not reasonably likely to have a Material Adverse Effect on Parent it or prevent, materially delay or materially impair Parent's or Merger Sub's its ability to consummate the Merger or any of and the other transactions contemplated by this Agreement and the Stock Option Agreement.

Governmental Filings; No Violations. 2.2.4.1. Other than the necessary filings(i) The execution, notices, approvals, confirmations, consents, declarations and/or decisions (A) pursuant to Sections 1.1.2 delivery and 3.4, (B) under the HSR Act, the Exchange Act and the Securities Act, (C) to comply with the rules and regulations of the U.K. Listing Authority ("UKLA"), the LSE, the NYSE and the National Association of Securities Dealers Automated Quotation System National Market (the "NASDAQ") or any other stock exchanges on which securities of performance by the Company or Parent or any of its Subsidiaries are listed or traded, (D) with and from the European Commission, in accordance with the Regulation, (E) with and from the competent authority of any member state of the European Union to which any of the transactions contemplated by this Agreement is referred pursuant to under Article 9 of the Regulation), (F) or under other antitrust laws, competition or other similar rules, regulations and judicial doctrines of jurisdictions outside of the United States and the European Union and (G) with and from H.M. Treasury pursuant to Section 765 of Income and Corporation Tax Act 1988 (these filings, notices, approvals, confirmations, consents, declarations and/or decisions to be made, given or obtained by Parent being the "Parent Required Consents"), no filings, notices, declarations and/or decisions are required to be made by Parent or any of its Subsidiaries with, nor are any approvals or other confirmations or consents required to be obtained by Parent or any of its Subsidiaries from, any Governmental Entity, in connection with the execution and delivery by Parent and, to the extent applicable, Merger Sub of this Agreement, the performance by Parent and Merger Sub of their obligations under this Agreement and the consummation by Parent the Company of the Merger and any other transactions contemplated by this Agreement require no authorization or other action by or in respect of, or filing with, any (A) federal, state, local, municipal, foreign or other government; (B) governmental, quasi-governmental, supranational or regulatory authority (including any governmental division, department, agency, commission, instrumentality, organization, unit or body and any court or other tribunal); (C) self-regulatory organization (including NASDAQ); or (D) arbitral tribunal (each, a “Governmental Authority”) other than (1) the filing of the Washington Articles of Merger Sub with the Washington Secretary of State, (2) compliance with any applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), (3) compliance with any applicable requirements of any other Antitrust Laws, (4) compliance with any applicable requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Securities Act of 1933, as amended (the “Securities Act”) and any other applicable U.S. state or federal securities, takeover or “blue sky” Laws, (5) compliance with any applicable rules of NASDAQ and (6) where failure to obtain such authorization or take any such action would not reasonably be expected to (x) have, individually or in the aggregate, a Material Adverse Effect and (y) prevent or materially delay the consummation of any of the Merger and the other transactions contemplated by this Agreement, except those the failure of which to make, give or obtain, individually or in the aggregate, would not have a Material Adverse Effect on Parent or prevent, materially delay or materially impair Parent's or Merger Sub's ability to consummate the Merger or any of the other transactions contemplated by this Agreement.

Governmental Filings; No Violations. 2.2.4.1. Other than (i) The execution, delivery and performance by the necessary filings, notices, approvals, confirmations, consents, declarations and/or decisions (A) pursuant to Sections 1.1.2 and 3.4, (B) under the HSR Act, the Exchange Act Company of this Agreement and the Securities Act, (C) to comply with the rules and regulations of the U.K. Listing Authority ("UKLA"), the LSE, the NYSE and the National Association of Securities Dealers Automated Quotation System National Market (the "NASDAQ") or any other stock exchanges on which securities of consummation by the Company or Parent or any of its Subsidiaries are listed or traded, (D) with and from the European Commission, in accordance with the Regulation, (E) with and from the competent authority of any member state of the European Union to which any of the transactions contemplated by this Agreement is referred pursuant to under Article 9 require no authorization or other action by or in respect of, or filing with, any (A) federal, state, local, municipal, foreign or other government; (B) governmental, quasi-governmental, supranational or regulatory authority (including any governmental division, department, agency, commission, instrumentality, organization, unit or body and any court or other tribunal); (C) self-regulatory organization (including NYSE); or (D) arbitral tribunal (public or private) (each, a “Governmental Authority”) other than (1) the filing of the RegulationDelaware Certificate of Merger with the Secretary of State of the State of Delaware, (2) compliance with any applicable requirements of the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), (F3) or under compliance with any applicable requirements of any other antitrust laws, competition or other similar rules, regulations and judicial doctrines of jurisdictions outside Antitrust Laws set forth on Section 5.1(d)(i) of the United States Company Disclosure Schedule, (4) compliance with any applicable requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Securities Act of 1933, as amended (the “Securities Act”) and any other applicable U.S. state or federal securities, takeover or “blue sky” Laws, (5) compliance with any applicable rules of the European Union NYSE and (G6) with and from H.M. Treasury pursuant where failure to Section 765 of Income and Corporation Tax Act 1988 obtain such authorization or take any such action would not reasonably be expected to (these filings, notices, approvals, confirmations, consents, declarations and/or decisions to be made, given or obtained by Parent being the "Parent Required Consents"), no filings, notices, declarations and/or decisions are required to be made by Parent or any of its Subsidiaries with, nor are any approvals or other confirmations or consents required to be obtained by Parent or any of its Subsidiaries from, any Governmental Entity, in connection with the execution and delivery by Parent and, to the extent applicable, Merger Sub of this Agreement, the performance by Parent and Merger Sub of their obligations under this Agreement and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement, except those the failure of which to make, give or obtainx) have, individually or in the aggregate, would not have a Material Adverse Effect on Parent or prevent, (y) prevent or materially delay or materially impair Parent's or Merger Sub's ability to consummate the consummation of the Merger or any of the other transactions contemplated by this Agreement.

Governmental Filings; No Violations. 2.2.4.1. (i) Other than the necessary filings, notices, approvals, confirmationsreports, consents, declarations and/or decisions registrations, approvals, permits, expirations of waiting periods or authorizations (A) pursuant to Sections 1.1.2 and 3.4Section 1.3, (B) required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) or any applicable foreign Antitrust Laws (the “Foreign Competition Laws”) in connection with the Mergers, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act of 1933, as amended (the “Securities Act, ”) and (C) to comply with the rules and regulations of the U.K. Listing Authority ("UKLA"), the LSE, the NYSE and the National Association of Securities Dealers Automated Quotation System National Market (the "NASDAQ") state securities or any other stock exchanges on which securities of the Company or Parent or any of its Subsidiaries are listed or traded, (D) with and from the European Commission, in accordance with the Regulation, (E) with and from the competent authority of any member state of the European Union to which any of the transactions contemplated by this Agreement is referred pursuant to under Article 9 of the Regulation), (F) or under other antitrust laws, competition or other similar rules, regulations and judicial doctrines of jurisdictions outside of the United States and the European Union and (G) with and from H.M. Treasury pursuant to Section 765 of Income and Corporation Tax Act 1988 (these filings, notices, approvals, confirmations, consents, declarations and/or decisions to be made, given or obtained by Parent being the "Parent Required Consents")“blue-sky” Laws, no filings, notices, declarations notices and/or decisions reports are required to be made by Parent the Company or any of its Subsidiaries with, nor are any approvals consents, registrations, approvals, permits, expirations of waiting periods or other confirmations or consents authorizations required to be obtained by Parent the Company or any of its Subsidiaries from, any domestic, foreign or transnational governmental, competition or regulatory authority, court, arbitral tribunal agency, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency (each, a “Governmental Entity, ”) in connection with the execution execution, delivery and delivery by Parent and, to the extent applicable, Merger Sub performance of this Agreement, Agreement by the performance by Parent and Merger Sub of their obligations under this Agreement and Company and/or the consummation by Parent and Merger Sub the Company of the Merger Mergers and the other transactions contemplated by this Agreementhereby, except except, in each case, those that the failure of which to make, give make or obtainobtain would not, individually or in the aggregate, would not reasonably be likely to have a Company Material Adverse Effect on Parent or prevent, materially delay or materially impair Parent's or Merger Sub's ability to consummate the Merger or any of the other transactions contemplated by this AgreementEffect.

Governmental Filings; No Violations. 2.2.4.1. (i) Other than the necessary filings, notices, approvals, confirmations, consents, declarations and/or decisions (A) the filings pursuant to Sections 1.1.2 and 3.4Section 1.3, (B) the notification under the Hart-Scott-Rodino Antitrust Xxxxxxxxxxxx Xxx of 1976, as amended (the "HSR Act"), the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), (C) the filings and/or notices to comply with the rules and regulations of the U.K. Listing Authority (state securities or "UKLA"), the LSE, the NYSE and the National Association of Securities Dealers Automated Quotation System National Market (the "NASDAQ") or any other stock exchanges on which securities of the Company or Parent or any of its Subsidiaries are listed or tradedblue-sky" laws, (D) with the necessary notices to and, if any, approvals of the Federal Communica tions Commission ("FCC") pursuant to the Communications Act of 1934, as amended, and from the European Commission, in accordance with the Regulation, (E) with the necessary notices to and from the competent authority of any member state necessary approvals, if any, of the European Union to which any of the transactions contemplated by this Agreement is referred state public utility commissions or similar state regulatory bodies (each a "PUC") identified in its respective Disclosure Letter pursuant to under Article 9 of applicable state laws regulating the Regulation)telephone, (F) or under other antitrust lawsmobile cellular, competition paging, cable television or other similar rules, regulations and judicial doctrines telecom- munications business ("Utilities Laws") (such filings and/or notices of jurisdictions outside of the United States and the European Union and (G) with and from H.M. Treasury pursuant to Section 765 of Income and Corporation Tax Act 1988 (these filings, notices, approvals, confirmations, consents, declarations and/or decisions to be made, given or obtained by Parent SBC being the "Parent SBC Required Consents" and of the Company being the "Company Required Consents"), no filings, notices, declarations and/or decisions reports or other filings are required to be made by Parent it to or any of its Subsidiaries with, nor are any approvals consents, registrations, approvals, per mits or other confirmations or consents authorizations required to be obtained by Parent or any of its Subsidiaries it from, any governmental or regulatory authority, court, agency, commission, body or other governmental entity ("Governmental Entity"), in connection with the execution and delivery by Parent and, to the extent applicable, Merger Sub of this Agreement, the performance by Parent and Merger Sub of their obligations under this Agreement and the Stock Option Agreement by it and the consummation by Parent and Merger Sub it of the Merger and the other transactions contemplated by this Agreementhereby and thereby, except those that the failure of which to make, give make or obtainobtain are not, individually or in the aggregate, would not reasonably likely to have a Material Adverse Effect on Parent it or to prevent, materially delay or materially impair Parent's or Merger Sub's its ability to consummate effect, the Merger or any consummation by it of the other transactions contemplated con templated by this Agreement or the Stock Option Agreement.

Governmental Filings; No Violations. 2.2.4.12.1.4.1. Other than the necessary filings, permits, authorizations, notices, approvals, confirmations, consents, declarations and/or decisions (A) pursuant to Sections 1.1.2 1.2.2 and 3.43.3.1, (B) under the HSR Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amendex (xxx "XXX Xxx"), the Exchange Act, the Exchange Securities Act and the Securities ActExon-Florio provisions of the Omnibus Trade and Competitiveness Act of 0008 ("Exon-Florio"), (C) to comply with the rules and regulations of the U.K. Listing Authority ("UKLA"), NXXX xx the LSE, the NYSE and the National Association of Securities Dealers Automated Quotation System National Market (the "NASDAQ") LSE or any other stock exchanges on which securities of the Company or Parent BP Amoco, ARCO or any of its their respective Subsidiaries are listed or tradedlisted, (D) to comply with and from Council Regulation (EEC) No 4064/89 as amended (the European Commission"Regulation"), in accordance (insofar as the Merger constitutes a concentration with a Community dimension within the scope of the Regulation), (E) with and from the competent authority UK Office of any member state Fair Trading that is not the intention of the UK Secretary of State for Trade and Industry to refer the Merger or any matters arising therefrom to the UK Monopolies and Mergers Commission (the "MMC") or from the Secretary of State for Trade and Industry in the event that the Merger or any matters arising therefrom are referred to the MMC (insofar as the Merger qualifies for investigation by the MMC under the UK Fair Trading Act 1973 or a referral is made by the European Union Commission to which any of the transactions contemplated by this Agreement is referred pursuant to UK Competent Authority under Article 9 of the Regulation), (F) with or under from any other antitrust laws, competition national authority within the European Community to which the Merger (or other similar rules, regulations and judicial doctrines any part of jurisdictions outside it) is referred pursuant to Article 9 of the United States and the European Union Regulation) and (G) with and from H.M. Treasury pursuant to Section section 765 of the Income and Corporation Tax Taxes Act 1988 (these or the confirmation from H.M. Treasury or the Inland Revenue that no such consent is required to the transactions contemplated by this Agreement) (such filings, permits, authorizations, notices, approvals, confirmations, consents, declarations and/or decisions to be made, given or obtained by Parent BP Amoco being the "Parent BP Amoco Required Consents" and by ARCO being the "ARCO Required Consents"), no filings, notices, declarations and/or decisions are required to be made by Parent or any of its Subsidiaries it with, nor are any permits, authorizations, approvals or other confirmations or consents required to be obtained by Parent or any of its Subsidiaries it from, any governmental or regulatory (including stock exchange) authority, agency, court, commission, body or other governmental entity (including the U.K. Panel on Takeovers and Mergers (the "Takeover Panel")) (each, a "Governmental Entity"), in connection with the execution and delivery by Parent and, to the extent applicable, Merger Sub it of this Agreement, Agreement and the performance by Parent and Merger Sub of their obligations under this Stock Option Agreement and the consummation by Parent and Merger Sub it of the Merger and the other transactions contemplated by this Agreementhereby and thereby, except those the failure of which to make, give or obtainobtain would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Parent it or prevent, materially delay or materially impair Parent's or Merger Sub's its ability to consummate the Merger or any of and the other transactions contemplated by this Agreement and the Stock Option Agreement.

Governmental Filings; No Violations. 2.2.4.1. (i) Other than the necessary any reports, filings, noticesregistrations, approvals, confirmations, consents, declarations approvals and/or decisions notices (A) required to be made pursuant to Sections 1.1.2 and 3.4Section 2.3, (B) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ActACT"), the Exchange Securities Act of 1933, as amended (the "SECURITIES ACT"), and the Securities ActExchange Act of 1934 (the "EXCHANGE ACT"), (C) with, to or of the Federal Energy Regulatory Commission (the "FERC"), (D) with, to or of the Kentucky Public Service Commission, the Maryland Public Service Commission, the Public Utilities Commission of Ohio, the Pennsylvania Public Utility Commission, the Virginia State Corporation Commission and the West Virginia Public Service Commission; (E) with, to or of the Securities and Exchange Commission (the "SEC") under the 1935 Act; (F) to comply with applicable Environmental Laws (as defined in Section 5.1(k)); (G) with, to or of The Bermuda Registrar of Companies; (H) with, to or of the Vermont Commissioner of Banking, Insurance, Securities and Health Care Administration; and (I) to comply with the rules and regulations of the U.K. Listing Authority ("UKLA")New York Stock Exchange, the LSE, the NYSE and the National Association of Securities Dealers Automated Quotation System National Market Inc. (the "NASDAQ") or any other stock exchanges on which securities of the Company or Parent or any of its Subsidiaries are listed or traded, (D) with and from the European Commission, in accordance with the Regulation, (E) with and from the competent authority of any member state of the European Union to which any of the transactions contemplated by this Agreement is referred pursuant to under Article 9 of the Regulation), (F) or under other antitrust laws, competition or other similar rules, regulations and judicial doctrines of jurisdictions outside of the United States and the European Union and (G) with and from H.M. Treasury pursuant to Section 765 of Income and Corporation Tax Act 1988 (these filings, notices, approvals, confirmations, consents, declarations and/or decisions to be made, given or obtained by Parent being the "Parent Required ConsentsNYSE"), no filings, notices, declarations and/or decisions reports, registrations or other filings are required to be made by Parent or any of its Subsidiaries the Company with, nor are any approvals consents, registrations, approvals, permits or other confirmations or consents authorizations required to be obtained by Parent or any of its Subsidiaries the Company from, any Governmental Entitygovernmental or regulatory authority, agency, commission, body or other governmental entity (each a "GOVERNMENTAL ENTITY"), in connection with the execution and delivery by Parent and, to the extent applicable, Merger Sub of this Agreement, Agreement by the performance by Parent and Merger Sub of their obligations under this Agreement Company and the consummation by Parent and Merger Sub the Company of the Company Merger and the other transactions contemplated by this Agreementhereby, except for those that the failure of which to make, give make or obtainobtain are not, individually or in the aggregate, would not reasonably likely to have a Company Material Adverse Effect on Parent or prevent, materially delay or materially impair Parent's or Merger Sub's the ability of the Company to consummate the Merger or any of the other transactions contemplated by this Agreement.

Governmental Filings; No Violations. 2.2.4.1. (i) Other than the necessary any reports, filings, noticesregistrations, approvals, confirmations, consents, declarations approvals and/or decisions notices (A) required to be made pursuant to Sections 1.1.2 and 3.4Section 2.3, (B) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), the Exchange Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934 (the "Exchange Act"), (C) with, to or of the Federal Energy Regulatory Commission (the "FERC"), (D) with, to or of the Kentucky Public Service Commission, the Maryland Public Service Commission, the Public Utilities Commission of Ohio, the Pennsylvania Public Utility Commission, the Virginia State Corporation Commission and the West Virginia Public Service Commission; (E) with, to or of the Securities and Exchange Commission (the "SEC") under the 1935 Act; (F) to comply with applicable Environmental Laws (as defined in Section 5.1(k)); (G) with, to or of The Bermuda Registrar of Companies; (H) with, to or of the Vermont Commissioner of Banking, Insurance, Securities and Health Care Administration; and (I) to comply with the rules and regulations of the U.K. Listing Authority ("UKLA")New York Stock Exchange, the LSE, the NYSE and the National Association of Securities Dealers Automated Quotation System National Market Inc. (the "NASDAQ") or any other stock exchanges on which securities of the Company or Parent or any of its Subsidiaries are listed or traded, (D) with and from the European Commission, in accordance with the Regulation, (E) with and from the competent authority of any member state of the European Union to which any of the transactions contemplated by this Agreement is referred pursuant to under Article 9 of the Regulation), (F) or under other antitrust laws, competition or other similar rules, regulations and judicial doctrines of jurisdictions outside of the United States and the European Union and (G) with and from H.M. Treasury pursuant to Section 765 of Income and Corporation Tax Act 1988 (these filings, notices, approvals, confirmations, consents, declarations and/or decisions to be made, given or obtained by Parent being the "Parent Required ConsentsNYSE"), no filings, notices, declarations and/or decisions reports, registrations or other filings are required to be made by Parent or any of its Subsidiaries the Company with, nor are any approvals consents, registrations, approvals, permits or other confirmations or consents authorizations required to be obtained by Parent or any of its Subsidiaries the Company from, any governmental or regulatory authority, agency, commission, body or other governmental entity (each a "Governmental Entity"), in connection with the execution and delivery by Parent and, to the extent applicable, Merger Sub of this Agreement, Agreement by the performance by Parent and Merger Sub of their obligations under this Agreement Company and the consummation by Parent and Merger Sub the Company of the Company Merger and the other transactions contemplated by this Agreementhereby, except for those that the failure of which to make, give make or obtainobtain are not, individually or in the aggregate, would not reasonably likely to have a Company Material Adverse Effect on Parent or prevent, materially delay or materially impair Parent's or Merger Sub's the ability of the Company to consummate the Merger or any of the other transactions contemplated by this Agreement.

Governmental Filings; No Violations. 2.2.4.1. (a) Other than (i) the filing of the Certificate of Merger pursuant to Section 1.3 and (ii) the necessary filings, notices, approvals, confirmationsreports, consents, declarations and/or decisions registrations, approvals, permits, expirations of waiting periods, clearances or authorizations (Aany of the foregoing being a “Consent”) pursuant to Sections 1.1.2 and 3.4, (B) required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), or any other applicable Antitrust Laws in connection with the Merger, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities ActAct of 1933, (C) to comply with the rules and regulations of the U.K. Listing Authority ("UKLA"), the LSE, the NYSE and the National Association of Securities Dealers Automated Quotation System National Market as amended (the "NASDAQ") or any other stock exchanges on which securities of the Company or Parent or any of its Subsidiaries are listed or traded, (D) with and from the European Commission, in accordance with the Regulation, (E) with and from the competent authority of any member state of the European Union to which any of the transactions contemplated by this Agreement is referred pursuant to under Article 9 of the Regulation), (F) or under other antitrust laws, competition or other similar rules, regulations and judicial doctrines of jurisdictions outside of the United States and the European Union and (G) with and from H.M. Treasury pursuant to Section 765 of Income and Corporation Tax Act 1988 (these filings, notices, approvals, confirmations, consents, declarations and/or decisions to be made, given or obtained by Parent being the "Parent Required Consents"“Securities Act”), no filings, notices, declarations notices and/or decisions reports are required to be made by Parent the Company or any of its Subsidiaries with, nor are any approvals or other confirmations or consents Consents required to be obtained by Parent the Company or any of its Subsidiaries from, any domestic, foreign or transnational governmental, competition or regulatory authority, court, arbitral tribunal agency, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency (each, a “Governmental Entity, ”) in connection with the execution execution, delivery and delivery by Parent and, to the extent applicable, Merger Sub performance of this Agreement, Agreement by the performance by Parent and Merger Sub of their obligations under this Agreement and Company and/or the consummation by Parent and Merger Sub the Company of the Merger and the other transactions contemplated by this Agreementhereby, except except, in each case, those that the failure of which to make, give make or obtainobtain would not, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect on Parent or prevent, materially delay or materially impair Parent's or Merger Sub's the ability of the Company to consummate the Merger or any of the other transactions contemplated by this AgreementMerger.