Common use of Reasonable Best Efforts; Regulatory Filings Clause in Contracts

Reasonable Best Efforts; Regulatory Filings. ICE and NYBOT shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and applicable Laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, authorizations and other Permits (including all approvals and consents to be obtained from the CFTC) (collectively, “Consents”) necessary or advisable to be obtained from any third party and/or any Governmental Entity or Self-Regulatory Organization (if any) in order to consummate the transactions contemplated by this Agreement; provided, however, that nothing in this Section 6.5 shall require, or be construed to require, ICE to proffer to, or agree to, sell or hold separate and agree to sell, before or after the Effective Time, any assets, businesses, or interests in any assets or businesses of ICE or any of its Affiliates (or to consent to any sale, or agreement to sell, by NYBOT or any of its Subsidiaries, of any of its assets or businesses), if such action would, individually or in the aggregate, reasonably be expected to result in a ICE Substantial Detriment. Subject to applicable Law and the instructions of any Governmental Entity, ICE and NYBOT shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications received by ICE or NYBOT, as the case may be, or any of their respective Subsidiaries, from any third party and/or any Governmental Entity with respect to such transactions.

Reasonable Best Efforts; Regulatory Filings. ICE Yankees and NYBOT Braves shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part their respective parts under this Agreement and applicable Laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as reasonably practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, authorizations non-disapprovals, authorizations, licenses and other Permits (including all approvals approvals, non-disapprovals, non-objections and consents to be obtained under the Competition Approvals, and from the CFTC) (collectively, “Consents”SEC and other Governmental Entities) necessary or advisable to be obtained from any third party and/or any Governmental Entity or Self-Regulatory Organization (if any) in order to consummate the transactions contemplated by this Agreement; providedit being understood that, howeverto the extent permissible by applicable Law, neither the Yankees Board nor Braves Board shall take any action that nothing in could prevent the consummation of the Merger, except as otherwise permitted under this Section 6.5 shall require, or be construed to require, ICE to proffer to, or agree to, sell or hold separate and agree to sell, before or after the Effective Time, any assets, businesses, or interests in any assets or businesses of ICE or any of its Affiliates (or to consent to any sale, or agreement to sell, by NYBOT or any of its Subsidiaries, of any of its assets or businesses), if such action would, individually or in the aggregate, reasonably be expected to result in a ICE Substantial DetrimentAgreement. Subject to applicable Law Law, contractual requirements and the instructions of any Governmental Entity, ICE Yankees and NYBOT Braves shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications received or provided by ICE Yankees or NYBOTBraves, as the case may be, or any of their respective Subsidiaries, from any third party and/or or to any Governmental Entity with respect to such transactions. Each of Braves and Yankees will, and will cause its respective Affiliates to, cooperate with the other Party and provide such assistance as the other Party may reasonably request to promote the Merger and the other transactions contemplated by this Agreement and facilitate the Closing. Nothing in this Section 4.4 shall require, or be construed to require, Yankees or Braves to agree to any condition to any consents, registrations, approvals, non-disapprovals, authorizations, licenses or other permits that are not conditioned on the consummation of the Merger and the other transactions contemplated by this Agreement.

Reasonable Best Efforts; Regulatory Filings. ICE (a) Subject to the terms and NYBOT conditions of this Agreement, each of the Company, Parent and Merger Subsidiary shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their respective its reasonable best efforts to take take, or cause to be taken taken, all actionsactions and to do, and do or cause to be done done, all things, things necessary, proper or advisable on its part under this Agreement and applicable Laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon promptly as practicable, including (i) preparing and filing as promptly as practicable (and, in any event, within any specifically provided time period set forth in this Agreement) with any Governmental Authority or other Third Party all documentation to effect all necessary filings, notices, reports petitions, statements, registrations, submissions of information, applications and other filings documents; (ii) obtaining and to obtain as promptly as practicable maintaining all approvals, consents, registrations, approvalspermits, authorizations and other Permits (including all approvals and consents to be obtained from the CFTC) (collectively, “Consents”) necessary or advisable confirmations required to be obtained from any third party and/or Governmental Authority or other Third Party; (iii) avoiding, resisting and resolving all objections of any Governmental Entity Authority or Self-Regulatory Organization other Third Party; and (if anyiv) in order contesting any action, suit, investigation or proceeding of any Governmental Authority or other Third Party seeking to consummate permanently or preliminarily enjoin, delay, prevent or make unlawful consummation of the transactions Merger or any other transaction contemplated by this Agreement; provided. For the avoidance of doubt, however, that nothing the obligations set forth in this Section 6.5 8.01(a) shall requirenot be deemed breached as a result of actions by the Company, its Subsidiaries or its Representatives that are permitted by Section 6.03. (b) In furtherance of Section 8.01(a), (i) as promptly as reasonably practicable, but no later than 10 Business Days, following the execution of this Agreement, the parties shall make all filings under the HSR Act, and (ii) as promptly as practicable, but no later than 20 Business Days (unless an earlier filing is required by Applicable Law), following the execution of this Agreement, the parties shall make all filings under the analogous laws existing in foreign jurisdictions set forth in Section 8.01(b) of the Company Disclosure Schedule (collectively with the HSR Act, the “Premerger Notification Rules”). Each of Parent and the Company shall cooperate fully with each other and shall furnish to the other such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of any filings under any Premerger Notification Rules. Unless otherwise agreed, Parent and the Company shall each use its reasonable best efforts to ensure the prompt expiration of any applicable waiting period under any Premerger Notification Rules. Parent and the Company shall each use its reasonable best efforts to respond to and comply with any request for information from any Governmental Authority charged with enforcing, applying, administering, or be construed investigating any Applicable Law designed to requireprohibit, ICE to proffer torestrict or regulate actions for the purpose or effect of monopolization, restraining trade or agree toabusing a dominant position (collectively, sell or hold separate and agree to sell“Antitrust Laws”), before or after including the Effective TimeUnited States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, any assets, businesses, or interests in any assets or businesses attorney general of ICE a state of the United States or any of its Affiliates (or to consent to any sale, or agreement to sell, by NYBOT or any of its Subsidiaries, other competition authority of any of its assets or businessesjurisdiction (“Antitrust Authority”), if such action would, individually or in the aggregate, reasonably be expected to result in a ICE Substantial Detriment. Subject to applicable Law Parent and the instructions of any Governmental Entity, ICE and NYBOT Company shall keep each other apprised of the status of matters any communications with, and any inquiries or requests for additional information from any Antitrust Authority. Parent and the Company shall cooperate in any proceedings or negotiations with any Antitrust Authority or other Person relating to any of the foregoing, and each party shall afford the other party a reasonable opportunity to participate in any discussion with any Antitrust Authority relating to the completion foregoing. Parent and Merger Subsidiary shall not take any action that could reasonably be expected to materially hinder or delay the obtaining of clearance or the expiration of any required waiting period under the Premerger Notification Rules or any other applicable Antitrust Law. (c) In furtherance of and not in limitation of Section 8.01(a), Parent and the Company shall prepare and submit a final joint voluntary notice in accordance with Exon-Xxxxxx (the “Exon-Xxxxxx Filing”) to CFIUS as promptly as practicable after the date hereof (but in any event within 20 Business Days). Parent and the Company shall use their reasonable best efforts to avoid possible rejection or deferred acceptance of the Exon-Xxxxxx Filing under 31 C.F.R. Section 800.403, respond to any inquiries from CFIUS or any other Governmental Authority involved in the Exon-Xxxxxx review and, if applicable, investigation within the time frame set forth in 31 C.F.R. Section 800.403(a)(3), and make any other submissions under Exon-Xxxxxx that are required to be made or that the parties agree should be made. Parent and Company shall use their reasonable best efforts to obtain a notification from CFIUS or, if applicable, the President of the United States that the review or investigation under Exon-Xxxxxx has been concluded. (d) For the avoidance of doubt, this Article 8 shall require Parent to take (and commit to take) with respect to itself and the Company such actions as may be necessary or advisable to avoid or eliminate impediments under any Antitrust Law or Exon-Xxxxxx that may be asserted by any Antitrust Authority, CFIUS or any other Governmental Authority with respect to the Merger; provided, however, that any such action shall not constitute a Burdensome Condition. A “Burdensome Condition” means any action that, individually or in the aggregate, has an impact that is material and adverse on the benefits or value that Parent expects to receive in connection with the transactions contemplated by this AgreementAgreement or requires Parent to agree to hold separate or to divest any of the material businesses, including promptly furnishing services, properties or assets of either Parent, on the one hand, or the Company and its Subsidiaries, on the other with copies hand; provided, however, that for purposes of notices or other communications received by ICE or NYBOTthis Section 8.01(d), as each of the case may be, or any of their respective Subsidiaries, from any third party and/or any Governmental Entity with respect to such transactionsGlobal 1200 and Global 1201 shall be material properties.

Reasonable Best Efforts; Regulatory Filings. ICE (a) Subject to Section 5.2(e), Section 5.6, Section 5.9 and NYBOT shall cooperate with each other and the last sentence of this Section 5.8, the parties hereto will use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and applicable Laws to consummate and make effective the transactions contemplated hereby and to cause the conditions to the Merger set forth in Article 6 to be satisfied, including using their respective reasonable best efforts to accomplish the following: (i) the obtaining of all necessary actions or non-actions, consents and approvals from Governmental Entities necessary in connection with the consummation of the transactions contemplated by this Agreement and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be necessary to obtain an approval from, or to avoid an action or proceeding by, any Governmental Entity necessary in connection with the consummation of the transactions contemplated by this Agreement, (ii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions to be performed or consummated by such party in accordance with the terms of this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iii) the execution and delivery of any additional instruments necessary to consummate the Merger and other transactions to be performed or consummated by such party in accordance with the terms of this Agreement and to fully carry out the purposes of this Agreement. Each of the parties hereto shall promptly make its respective filings, and thereafter make any other required submissions under the HSR Act with respect to the transactions contemplated hereby. (b) Each of the parties hereto will furnish to the other such necessary information and reasonable assistance as the other may request in connection with the preparation of any required governmental filings or submissions and will cooperate in responding to any inquiry from a Governmental Entity, including as promptly as practicable informing the other party of such inquiry and consulting with the other party in advance before making any presentations or submissions to a Governmental Entity. Each of the Company and the Parent shall notify the other promptly upon the receipt of any comments or other communication from any government officials and of any request by any government officials for amendments or supplements to any filing with any applicable Governmental Entity, or for additional information and shall supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and any government officials, on the other hand, with respect to any such filing. Each of the Parent and the Company shall provide the other with a reasonable opportunity to review and provide comments on any such filings, correspondence or communications. Whenever any event occurs which is required to be set forth in an amendment or supplement to any such filing pursuant hereto, the Company or the Parent, as the case may be, shall promptly inform the other of such occurrence and cooperate in filing with any government officials, and/or mailing to the shareholders or (if applicable) creditors of the Company, such amendment or supplement (and shall provide the other with a reasonable opportunity to review and provide comments on any such amendment or supplement). For the avoidance of doubt, subject to the Privilege Exception, the filings, correspondence and communications referenced in this Section 5.8(b) shall include all filings, correspondence and communications by the Company with the SEC or any other Governmental Entity with respect to the Restated Financials and the Options Matters. (c) Parent, Merger Sub and the Company agree to use their reasonable best efforts (which shall include vigorous litigation on the merits) to (i) avoid or eliminate each and every impediment and obtain all consents under any applicable Antitrust Law that may be required by any U.S. or foreign federal, state or local antitrust or competition Governmental Entity, in each case with competent jurisdiction, so as to enable the parties to close the Transactions as promptly as practicable or to avoid the entry of, or to effect the dissolution of or vacate or lift, any decree, order, ruling, judgment, injunction, temporary restraining order or other similar order that would otherwise have the effect of preventing or materially delaying the consummation of the Merger and the other transactions contemplated by this Agreement as soon as practicableAgreement, and (ii) ensure that (A) no requirement for any non-action, consent or approval of the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, any authority enforcing applicable Antitrust Law, any State Attorney General or other Governmental Entity, (B) no decree, judgment, injunction, temporary restraining order or any other order in any suit or proceeding, and (C) no other matter relating to any antitrust or competition Law would, in each case under this clause (ii), preclude consummation of the Merger by the End Date (without giving effect to Section 7.1(b)(y) hereof), including preparing (in the case of Parent under clauses (i) and filing as promptly as (ii)) by agreeing (by consent decree or otherwise) to a reasonable and non-discriminatory licensing policy with respect to its and its Subsidiaries' (and the Surviving Company's) patents (a "Licensing Policy"). To the extent practicable all documentation and permitted by regulatory officials, Parent shall provide the Company and its counsel with reasonable opportunity to effect all necessary noticesattend meetings with regulatory officials relating to the matters set forth in this Section 5.8. For the avoidance of doubt, reports the Parent shall have the right to direct and control any litigation, negotiation or other filings action relating to the antitrust matters set forth in this Section 5.8(c) with counsel of its own choosing. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall require the Parent, Merger Sub or the Company (and the Company shall not, without the prior written consent of Parent, agree) to: (i) to obtain as promptly as practicable all consentsdispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, registrationsor to commit to cause the Company or any of its Subsidiaries to dispose of or transfer any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, approvalsor to commit to cause the Company or any of its Subsidiaries to discontinue offering any product or service; (iii) subject to any Licensing Policy, authorizations to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software or other proprietary asset, or to commit to cause the Company or any of its Subsidiaries to license or otherwise make available to any Person any technology, software or other proprietary asset; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause the Surviving Company or any of its Subsidiaries to hold separate any assets or operations; or (v) subject to the undertakings required by Section 5.4 and other Permits the commitments herein regarding a Licensing Policy, to make or cause any of its Subsidiaries to make any commitment (including all approvals and consents to be obtained from the CFTC) (collectively, “Consents”) necessary or advisable to be obtained from any third party and/or any Governmental Entity or Self-Regulatory Organization (if anyotherwise) in order to consummate regarding its future operations or the transactions contemplated by this Agreement; provided, however, that nothing in this Section 6.5 shall require, or be construed to require, ICE to proffer to, or agree to, sell or hold separate and agree to sell, before or after future operations of the Effective Time, any assets, businesses, or interests in any assets or businesses of ICE Surviving Company or any of its Affiliates (Subsidiaries or to consent to any sale, or agreement to sell, by NYBOT or any of that would affect its Subsidiaries, discretion in determining the terms of any of its assets Contract or businesses), if such action would, individually or in the aggregate, reasonably be expected to result in a ICE Substantial Detriment. Subject to applicable Law and the instructions of relationship with any Governmental Entity, ICE and NYBOT shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications received by ICE or NYBOT, as the case may be, or any of their respective Subsidiaries, from any third party and/or any Governmental Entity with respect to such transactionsPerson.

Reasonable Best Efforts; Regulatory Filings. ICE 6.4.1 Subject to the terms and NYBOT conditions of this Agreement, from the date of this Agreement to the Closing, or the earlier termination of this Agreement pursuant to Section 10.1, each of the Parties shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their respective its reasonable best efforts to take take, or cause to be taken taken, all actions, and do to file, or cause to be done filed, all thingsdocuments, to give, or cause to be given, all notices under applicable Laws, to obtain, or cause to be obtained, all authorizations, consents, waivers, approvals, permits or orders under applicable Laws or from other Persons, and to do, or cause to be done, all other things necessary, proper or advisable on its part under this Agreement and applicable Laws advisable, in order to consummate and make effective as promptly as possible the Merger transactions contemplated by this Agreement. Notwithstanding anything to the contrary contained in this Agreement, nothing contained in this Section 6.4.1 or elsewhere in this Agreement shall require, and in no event shall the “reasonable best efforts” of Purchaser be deemed or construed to require, Purchaser to (a) bring any Action against the Financing Source or any alternative financing sources to enforce its respective rights under the Commitment Letter or any agreements with such alternative financing sources, or (b) seek or accept Financing or alternative financing on terms materially less favorable than the terms and conditions described in the Commitment Letter. 6.4.2 Without limiting the generality of the foregoing, each of the Parties shall cause to be filed with the appropriate Governmental Authority (a) as promptly as practicable following the date hereof any required filings and approvals with the Taiwan Investment Commission and (b) as promptly as practicable following the date hereof all information and materials required to be filed under any Purchaser-driven Law with respect to the transactions contemplated hereby (collectively, the “Regulatory Filings”). Subject to applicable Law and reasonable confidentiality considerations, the Parties shall collaborate with each other in the preparation and submission of the Regulatory Filings. The Purchaser shall pay all administrative filing fees (but, for the avoidance of doubt, not costs of preparation or review of such filings for the Sellers) associated with the Regulatory Filings. 6.4.3 The Parties shall respond as promptly as practicable to any inquiries or requests received from a Governmental Authority for additional information or documentary material relating to the Regulatory Filings. Each Party shall (a) promptly inform the other party of any communication to or from any Governmental Authority regarding the Regulatory Filings or the transactions contemplated hereby, (b) give the other party prompt notice of the commencement of any investigation or legal proceeding by or before any Governmental Authority with respect to the Regulatory Filings or any of the transactions contemplated hereby, and (c) keep the other party informed as to the status of any such investigation or legal proceeding. To the extent permitted by applicable Law, each Party shall provide to the other Parties in advance with a reasonable opportunity for review and comment, drafts of communications to be submitted to a Governmental Authority in connection with the Regulatory Filings or relating to the transactions contemplated hereby, and shall consider in good faith each other’s comments on those drafts. To the extent permitted by applicable Law, each Party shall give the other Parties advance notice of any meeting or conference with a Governmental Authority relating to the Regulatory Filings or the transactions contemplated hereby and, except as may be prohibited by a Governmental Authority, shall permit authorized Representatives of the other Parties to be present at those meetings or conferences. 6.4.4 The Purchaser and the Sellers may, as they deem advisable and necessary, designate any competitively sensitive materials provided to the other in connection with the Regulatory Filings as “outside counsel only.” Any materials or information so designated shall be given only to outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient without the advance written consent of the party providing such materials. 6.4.5 Each Party shall use reasonable best efforts to take, or cause to be taken, all actions necessary to effectuate as promptly as practicable the Closing and the other transactions contemplated by this Agreement as soon as practicableAgreement. Without limiting the generality of the foregoing, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and each Party shall use reasonable best efforts (a) to obtain as promptly as practicable all consents, registrationsauthorizations, approvals, authorizations and other Permits (including all approvals and consents to be obtained waivers or clearances required from the CFTC) (collectively, “Consents”) necessary or advisable to be obtained from any third party and/or any a Governmental Entity or Self-Regulatory Organization (if any) Authority in order to consummate connection with the transactions contemplated by this Agreement (including the Regulatory Filings) and, in the case of the Sellers, of other third parties whose consent or other action would be necessary to cause the representations set forth in Section 3.3.1 (without giving effect to the Disclosure Schedules in respect thereof) to be true and correct, and (b) to prevent, avoid or lift any restraint, prohibition, injunction, delay, limitation, or other legal bar to the Closing and the other transactions contemplated by this Agreement. For purposes of this Section 6.4.5, “reasonable best efforts” shall mean the obligation (i) to use reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Authority with respect to the transactions contemplated hereby, and (ii) if any administrative or judicial Action is instituted (or threatened to be instituted) challenging the transactions contemplated hereby, and if the Sellers or the Purchaser decide that litigation is in their best interests, to cooperate and use reasonable best efforts vigorously to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any order that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated hereby; provided, howeverin each case, that nothing such efforts will not require the expenditure by Purchaser of more than $500,000 (inclusive of attorneys’ fees) in connection therewith. Notwithstanding anything herein to the contrary, the Purchaser shall not be required by this Section 6.5 shall require6.4 to take or agree to undertake any action, including entering into any consent decree, hold separate order or be construed to requireother arrangement, ICE to proffer that would (x) require the divestiture of any assets of the Purchaser, any Acquired Entity or any of their respective Affiliates, (y) limit the Purchaser’s freedom of action with respect to, or agree toits ability to consolidate and control, sell the Acquired Entities or hold separate and agree to sell, before or after the Effective Time, any assets, businesses, or interests in any of their assets or businesses of ICE (other than customary covenants as required by the Taiwan Investment Commission that would not reasonably be expected to be material to LTCO) or any of the Purchaser’s or its Affiliates Affiliates’ other assets or businesses or (z) limit the Purchaser’s ability to acquire or to consent to any salehold, or agreement to sellexercise full rights of ownership with respect to, by NYBOT or any of its Subsidiaries, of any of its assets or businesses), if such action would, individually or in the aggregate, Securities other than would reasonably be expected to result in a ICE Substantial Detriment. Subject to applicable Law and Liability or loss of Purchaser or the instructions of any Governmental Entity, ICE and NYBOT shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications received by ICE or NYBOT, as the case may be, or any of their respective Subsidiaries, from any third party and/or any Governmental Entity with respect to such transactionsAcquired Entities in an amount not exceeding $500,000.

Reasonable Best Efforts; Regulatory Filings. ICE (a) Subject to the limitations set forth in this Section 6.6, Seller and NYBOT Purchaser shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to take take, or cause to be taken taken, all actions, and do to do, or cause to be done done, and to assist and cooperate in doing, all things, things necessary, proper or advisable on its part under this Agreement and applicable Laws Legal Requirements to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as practicable, including preparing and filing Transactions as promptly as practicable all documentation to effect all necessary noticespossible following the date of this Agreement, reports and other filings and which actions include (i) using reasonable best efforts to obtain as promptly as practicable all consentspossible each Consent, registrationsPermit and Order of any Governmental Authority that may be, approvalsor become, authorizations and other Permits (including all approvals and consents to be obtained from necessary for the CFTC) consummation of the Transactions (collectively, “ConsentsGovernmental Approvals”), (ii) necessary cooperating in determining which filings are required or advisable to be obtained from any third party and/or obtain any Governmental Entity Approval or Self-Regulatory Organization any exemption by any Governmental Authority, (if anyiii) furnishing all information and documents required by or advisable under applicable Legal Requirements in order connection with Governmental Approvals or filings with any Governmental Authority, (iv) filing, or causing to consummate be filed, as promptly as practicable following the transactions contemplated by execution and delivery of this Agreement; , applicable notifications with the necessary Governmental Authorities (v) using reasonable best efforts to obtain as promptly as possible the requisite clearances, approvals or expiration of any waiting period, including those under the HSR Act, and any other applicable Antitrust Laws or Investment Screening Laws, and (vi) defending any actions, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any Order entered by any court or other Governmental Authority vacated or reversed. In furtherance and not in limitation of the foregoing, each party hereto agrees that it will use its reasonable best efforts to file or cause to be made as promptly as reasonably practicable, but in any event no later than fifteen (15) Business Days following the date of this Agreement, any required notification and report forms under the HSR Act with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”). (b) In connection with, and without limiting, the efforts referenced in Section 6.6(a), Seller and Purchaser shall (i) furnish to the other, and Seller shall cause the Acquired Companies to furnish to Purchaser, such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act, and any other applicable Governmental Approval, (ii) permit the other party to review any filing or submission prior to forwarding to the FTC, the DOJ, and other Governmental Authorities (except where such material is confidential to a party in which case it will be provided, however, that nothing in this Section 6.5 shall require, or be construed to require, ICE to proffer to, or agree to, sell or hold separate and agree to sell, before or after the Effective Time, any assets, businesses, or interests in any assets or businesses of ICE or any of its Affiliates (or to consent to any sale, or agreement to sell, by NYBOT or any of its Subsidiaries, of any of its assets or businesses), if such action would, individually or in the aggregate, reasonably be expected to result in a ICE Substantial Detriment. Subject subject to applicable Law Legal Requirements, to the other party’s counsel on an “external counsel” basis) and consider in good faith the instructions of any Governmental Entityother party’s reasonable comments in connection therewith, ICE and NYBOT shall (iii) keep each other apprised of the status of matters any material communications with, and any inquiries or requests for additional information from, any Governmental Authorities and substantially comply as promptly as reasonably practicable with any such inquiry or request and (iv) agree not to, and Seller shall cause the Acquired Companies not to, participate in any substantive meeting or discussion, either in person or by telephone or videoconference, with any Governmental Authority in connection with the Transactions, unless (A) it consults with the other party in advance and (B) gives the other party the opportunity to attend and participate; provided that a party shall not be required to give the other party the opportunity to attend and participate to the extent prohibited by such Governmental Authority. Neither Seller nor Purchaser shall commit to or agree with any Governmental Authority to stay, toll or extend any applicable waiting period or withdraw its filing under the HSR Act or any other Antitrust Law or Investment Screening Law without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the contrary contained in this Section 6.6 or any other provision of this Agreement, Purchaser shall, after considering in good faith Seller’s views and comments, control and lead all communications, negotiations, timing, decisions, and strategy on behalf of the parties relating to the completion Governmental Approvals. Whether or not the Transactions are consummated, Purchaser shall be responsible for the payment of all filing fees payable to any Governmental Authority in connection with the transactions contemplated HSR Act and any other notifications or filings required pursuant to this Section 6.6. Notwithstanding anything to the contrary in this Section 6.6, each of Seller and Purchaser may redact materials provided to the other party: (I) to remove competitively sensitive information or information concerning valuation; (II) as necessary to comply with legal or contractual arrangements; and (III) as necessary to address reasonable attorney-client privilege or other privilege or confidentiality concerns. (c) Seller and Purchaser will use reasonable best efforts to substantially comply with any additional requests for information, including requests for production of documents and production of witnesses for interviews or depositions by any Governmental Authority. Purchaser agrees to take any and all steps necessary or advisable to avoid or eliminate each and every impediment under any Legal Requirement that may be asserted by any Governmental Authority or any other Person so as to enable the parties hereto to expeditiously consummate the Transactions, including proposing, negotiating, committing to and consenting to any divestiture, sale, disposition, hold separate order or other structural or conduct relief, or other operational undertakings, in order to obtain any Governmental Approval; provided, however, that, notwithstanding anything to the contrary in this Agreement, including promptly furnishing the other with copies none of notices or other communications received by ICE or NYBOT, as the case may be, Purchaser or any of their respective Subsidiariesits Affiliates or Subsidiaries shall be required to (and without Purchaser’s prior written consent, from the Acquired Companies and Seller shall not) agree to divest, sell, dispose of, encumber, limit or otherwise take any third party and/or other action or agree to any remedy, whether structural, behavioral, or otherwise, that would, individually or in aggregate, reasonably be expected to have a material adverse effect on the business, operations, financial condition or results of operations of Purchaser and its Subsidiaries (including the Acquired Companies) after giving effect to the Closing, taken as a whole; provided, further, however, that notwithstanding anything in this Agreement to the contrary, any actions or efforts by Purchaser contemplated in this Section 6.6(c) shall be conditioned upon the consummation of the Transactions. (d) Purchaser shall not, directly or indirectly, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business of any Person or other business organization or division thereof, or otherwise acquire or agree to acquire any assets if the entering into of a definitive agreement relating to, or the consummation of, such acquisition, merger or consolidation would reasonably be expected to (i) impose a material delay in the obtaining of, or materially increase the risk of not obtaining, any Governmental Entity with respect Approval of any Governmental Authority necessary to such transactionsconsummate the Transactions or the expiration or termination of any applicable waiting period under any Legal Requirement, (ii) materially increase the risk of any Governmental Authority entering an Order prohibiting the Transactions or (iii) prevent or materially delay the consummation of the Transactions. (e) Notwithstanding anything in this Section 6.6 to the contrary, nothing in this Section 6.6 shall to the extent not conditioned upon the Closing, require, or be deemed to require, Seller or any of its Subsidiaries or Purchaser or any of its Subsidiaries or Affiliates to propose, negotiate, offer to commit, effect or agree to (A) any sale, divestiture, license or disposition of assets or businesses of any Acquired Company, Purchaser, or Purchaser’s Subsidiaries or Affiliates or (B) any behavioral remedy of any Acquired Company, Purchaser, or Purchaser’s Subsidiaries or Affiliates.

Reasonable Best Efforts; Regulatory Filings. ICE (a) Each of the Parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions and NYBOT shall to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated hereby and to cooperate with the other Parties in connection with the foregoing. Without limiting the generality of the foregoing, each of the Parties shall use its reasonable best efforts to: (i) obtain all consents, approvals, waivers, permits and other authorizations of all Governmental Authorities to consummate the transactions contemplated hereby, including the FDIC, Georgia Department of Banking and use Finance, the Superintendent and the Federal Reserve (collectively, the “Requisite Regulatory Approvals”) as expeditiously as possible, (ii) lift or rescind as promptly as practicable any Order adversely affecting the ability of the Parties to consummate the transactions contemplated hereby, (iii) effect all necessary registrations and filings, if any, and (iv) fulfill all of the conditions to the obligations of the Parties to consummate the transactions contemplated by this Agreement set forth in Article VII. (b) Notwithstanding anything in this Agreement to the contrary, Parent and State Bank agree, and shall cause their respective Subsidiaries Subsidiaries, to use) use their respective reasonable best efforts to take any and all actions to the extent necessary to (i) obtain any Requisite Regulatory Approvals and (ii) avoid or eliminate each and every material impediment to obtaining any Requisite Regulatory Approvals, in each case, in order to cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and applicable Laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as practicable, including preparing and filing to occur as promptly as practicable following the date hereof and in any event prior to the Termination Date. (c) The Parties agree that they shall cooperate in preparing, submitting, filing, updating and publishing (as applicable), as expeditiously as possible, all documentation applications, notifications and report forms as may be required by applicable Law with respect to effect all necessary noticesthe transactions contemplated by this Agreement, reports including those of any applicable Governmental Authority, and other filings and the Parties shall use their reasonable best efforts to obtain as promptly as practicable all consents, registrations, approvals, authorizations and other Permits (including all such approvals and consents accomplish such actions as expeditiously as possible, it being understood and agreed that, within thirty (30) days after the date hereof, each Party will file any application, notice or report required to be obtained from the CFTC) (collectively, “Consents”) necessary or advisable to be obtained from any third party and/or filed by such Party with any Governmental Entity Authority with respect to any Requisite Regulatory Approval or Self-otherwise required in connection with the transactions contemplated hereby, and will make any further filings pursuant thereto that may be necessary in connection therewith. (d) Each Party shall, subject to applicable Law, (i) permit counsel for the other Party to review in advance, and consider in good faith the views of the other Party in connection with, any proposed material written communication to any Governmental Authority in connection with the transactions contemplated hereby and (ii) provide counsel for the other Party with copies of all filings made by such Party, and all material correspondence between such Party (and its advisors) with any Governmental Authority and any other information supplied by such party and such Party’s Affiliates to any Governmental Authority or received from such Governmental Authority in connection with the transactions contemplated hereby; provided, however, that materials may be redacted (1) to remove references concerning the valuation of the Seller Bank (or any aspect thereof), (2) as necessary to comply with contractual arrangements, and (3) as necessary to address reasonable privilege or confidentiality concerns. Each Party agrees that it will use reasonable best efforts to keep the other Party fully informed with respect to all applications and developments related thereto, and, where reasonably practicable under the circumstances, give the other Party reasonable advance notice of, and whenever appropriate, invite the other Party and its counsel (and give due consideration in good faith to any reasonable request of the other Party) to participate in, any meetings or discussions held with any Governmental Authority concerning the transactions contemplated hereby; provided that such participation is not objected to by such Governmental Authority. The Parties further covenant and agree not to extend any waiting period associated with any Requisite Regulatory Organization (if any) in order Approval or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated by this Agreement; provided, howeverexcept with the prior written consent of the other Parties. Notwithstanding anything to the contrary contained herein, that nothing in this Section 6.5 6.02(d) shall requirenot apply with respect to Taxes or matters relating to Taxes or Tax Returns. (e) Parent shall not, and shall cause its Affiliates not to, directly or indirectly (whether by merger, consolidation or otherwise), acquire, purchase, lease or license (or agree to acquire, purchase, lease or license) any business, corporation, partnership, association or other business organization or division or part thereof, or be construed to require, ICE to proffer to, any securities or agree to, sell or hold separate and agree to sell, before or after the Effective Time, any collection of assets, businesses, or interests in any assets or businesses of ICE or any of its Affiliates (or to consent to any sale, or agreement to sell, by NYBOT or any of its Subsidiaries, of any of its assets or businesses), if such action would, individually or in the aggregate, doing so would reasonably be expected to result to: (i) impose any material delay in a ICE Substantial Detriment. Subject to applicable Law and the instructions obtaining of, or materially increase the risk of not obtaining, the Requisite Regulatory Approvals; (ii) materially increase the risk of any Governmental Entity, ICE and NYBOT shall keep each other apprised of Authority entering an Order prohibiting the status of matters relating to the completion consummation of the transactions contemplated by this Agreement, including promptly furnishing ; (iii) materially increase the other with copies risk of notices not being able to remove any such Order on appeal or other communications received by ICE otherwise; or NYBOT, as (iv) otherwise impair or delay the case may be, ability of Parent or any of their respective Subsidiaries, from any third party and/or any Governmental Entity with respect State Bank to such transactionsperform its material obligations under this Agreement.

Reasonable Best Efforts; Regulatory Filings. ICE NYSE and NYBOT Archipelago shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and applicable Laws to consummate and make effective the Merger Mergers and the other transactions contemplated by this Agreement (including the New NYSE Operating Agreement, New Archipelago Charter, or such alternative amendments to the certificates of incorporation, certificate of formation, limited liability company agreement, constitution or bylaws, as applicable, of NYSE, NYSE Merger Corporation Sub, NYSE Merger LLC Sub, Archipelago, Holdco, Archipelago Merger Sub and/or any of their respective Subsidiaries, as the case may be, or alternative changes to market or regulatory structure as may be required to consummate and make effective the Mergers) as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, authorizations and other Permits (including all approvals and consents to be obtained from the CFTCSEC) (collectively, “"Consents”") necessary or advisable to be obtained from any third party and/or any Governmental Entity or Self-Regulatory Organization (if any) in order to consummate the transactions contemplated by this Agreement; provided, however, that nothing in this Section 6.5 7.5 shall require, or be construed to require, ICE NYSE or Archipelago to (A) proffer to, or agree to, sell or hold separate and agree to sell, before or after the Effective Time, any assets, businesses, or interests in any assets or businesses of ICE Holdco, NYSE, Archipelago or any of its Affiliates their respective Subsidiaries or affiliates (or to consent to any sale, or agreement to sell, by NYBOT Holdco, NYSE or Archipelago or any of its Subsidiariestheir respective Subsidiaries or affiliates, as the case may be, of any of its assets or businesses), if such action would, individually or in the aggregate, reasonably be expected to result in a ICE an NYSE Substantial Detriment or (B) agree to any changes or restriction in the market or regulatory structure of Holdco, NYSE or Archipelago or any of their respective Subsidiaries or affiliates or in any of their respective operations of any such assets or businesses (including any requirement to effect the NYSE Regulation Transfer), if such changes or restrictions would, individually or in the aggregate, reasonably be expected to result in an Archipelago Substantial Detriment. Subject to applicable Law and the instructions of any Governmental Entity, ICE NYSE and NYBOT Archipelago shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications received by ICE NYSE or NYBOTArchipelago, as the case may be, or any of their respective Subsidiaries, from any third party and/or any Governmental Entity with respect to such transactions.

Reasonable Best Efforts; Regulatory Filings. ICE (a) Subject to the limitations set forth in this Section 6.6, Seller and NYBOT Purchaser shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to take take, or cause to be taken taken, all actions, and do to do, or cause to be done done, and to assist and cooperate in doing, all things, things necessary, proper or advisable on its part under this Agreement and applicable Laws Legal Requirements to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as practicable, including preparing and filing Transactions as promptly as practicable all documentation to effect all necessary noticespossible following the date of this Agreement, reports and other filings and which actions include (i) using reasonable best efforts to obtain as promptly as practicable all consentspossible each Consent, registrationsPermit and Order of any Governmental Authority that may be, approvalsor become, authorizations and other Permits (including all approvals and consents to be obtained from necessary for the CFTC) consummation of the Transactions (collectively, “ConsentsGovernmental Approvals”), (ii) necessary cooperating in determining which filings are required or advisable to be obtained from any third party and/or obtain any Governmental Entity Approval or Self-Regulatory Organization any exemption by any Governmental Authority, (if anyiii) furnishing all information and documents required by or advisable under applicable Legal Requirements in order connection with Governmental Approvals or filings with any Governmental Authority, (iv) filing, or causing to consummate be filed, as promptly as practicable following the transactions contemplated by execution and delivery of this Agreement; , applicable notifications with the necessary Governmental Authorities (v) using reasonable best efforts to obtain as promptly as possible the requisite clearances, approvals or expiration of any waiting period, including those under the HSR Act, and any other applicable Antitrust Laws or Investment Screening Laws, and (vi) defending any actions, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any Order entered by any court or other Governmental Authority vacated or reversed. In furtherance and not in limitation of the foregoing, each party hereto agrees that it will use its reasonable best efforts to file or cause to be made as promptly as reasonably practicable, but in any event no later than fifteen (15) Business Days following the date of this Agreement, any required notification and report forms under the HSR Act with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”). (b) In connection with, and without limiting, the efforts referenced in Section 6.6(a), Seller and Purchaser shall (i) furnish to the other, and Seller shall cause the Acquired Companies to furnish to Purchaser, such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act, and any other applicable Governmental Approval, (ii) permit the other party to review any filing or submission prior to forwarding to the FTC, the DOJ, and other Governmental Authorities (except where such material is confidential to a party in which case it will be provided, however, that nothing in this Section 6.5 shall require, or be construed to require, ICE to proffer to, or agree to, sell or hold separate and agree to sell, before or after the Effective Time, any assets, businesses, or interests in any assets or businesses of ICE or any of its Affiliates (or to consent to any sale, or agreement to sell, by NYBOT or any of its Subsidiaries, of any of its assets or businesses), if such action would, individually or in the aggregate, reasonably be expected to result in a ICE Substantial Detriment. Subject subject to applicable Law Legal Requirements, to the other party’s counsel on an “external counsel” basis) and consider in good faith the instructions of any Governmental Entityother party’s reasonable comments in connection therewith, ICE and NYBOT shall (iii) keep each other apprised of the status of matters any material communications with, and any inquiries or requests for additional information from, any Governmental Authorities and substantially comply as promptly as reasonably practicable with any such inquiry or request and (iv) agree not to, and Seller shall cause the Acquired Companies not to, participate in any substantive meeting or discussion, either in person or by telephone or videoconference, with any Governmental Authority in connection with the Transactions, unless (A) it consults with the other party in advance and (B) gives the other party the opportunity to attend and participate; provided that a party shall not be required to give the other party the opportunity to attend and participate to the extent prohibited by such Governmental Authority. Neither Seller nor Purchaser shall commit to or agree with any Governmental Authority to stay, toll or extend any applicable waiting period or withdraw its filing under the HSR Act or any other Antitrust Law or Investment Screening Law without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the contrary contained in this Section 6.6 or any other provision of this Agreement, Purchaser shall, after considering in good faith Seller’s views and comments, control and lead all communications, negotiations, timing, decisions, and strategy on behalf of the parties relating to the completion Governmental Approvals. Whether or not the Transactions are consummated, Purchaser shall be responsible for the payment of all filing fees payable to any Governmental Authority in connection with the transactions contemplated HSR Act and any other notifications or filings required pursuant to this Section 6.6. Notwithstanding anything to the contrary in this Section 6.6, each of Seller and Purchaser may redact materials provided to the other party: (I) to remove competitively sensitive information or information concerning valuation; (II) as necessary to comply with legal or contractual arrangements; and (III) as necessary to address reasonable attorney-client privilege or other privilege or confidentiality concerns. (c) Seller and Purchaser will use reasonable best efforts to substantially comply with any additional requests for information, including requests for production of documents and production of witnesses for interviews or depositions by any Governmental Authority. Purchaser agrees to take any and all steps necessary or advisable to avoid or eliminate each and every impediment under any Legal Requirement that may be asserted by any Governmental Authority or any other Person so as to enable the parties hereto to expeditiously consummate the Transactions, including proposing, negotiating, committing to and consenting to any divestiture, sale, disposition, hold separate order or other structural or conduct relief, or other operational undertakings, in order to obtain any Governmental Approval; provided, however, that, notwithstanding anything to the contrary in this Agreement, including promptly furnishing the other with copies none of notices or other communications received by ICE or NYBOT, as the case may be, Purchaser or any of their respective Subsidiariesits Affiliates or Subsidiaries shall be required to (and without Purchaser’s prior written consent, from the Acquired Companies and Seller shall not) agree to divest, sell, dispose of, encumber, limit or otherwise take any third party and/or other action or agree to any remedy, whether structural, behavioral, or otherwise, that would, individually or in aggregate, reasonably be expected to have a material adverse effect on the business, operations, financial condition or results of operations of Purchaser and its Subsidiaries (including the Acquired Companies) after giving effect to the Closing, taken as a whole; provided, further, however, that notwithstanding anything in this Agreement to the contrary, any actions or efforts by Purchaser contemplated in this Section 6.6(c) shall be conditioned upon the consummation of the Transactions. (d) Purchaser shall not, directly or indirectly, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business of any Person or other business organization or division thereof, or otherwise acquire or agree to acquire any assets if the entering into of a definitive agreement relating to, or the consummation of, such acquisition, merger or consolidation would reasonably be expected to (i) impose a material delay in the obtaining of, or materially increase the risk of not obtaining, any Governmental Entity with respect Approval of any Governmental Authority necessary to such transactionsconsummate the Transactions or the expiration or termination of any applicable waiting period under any Legal Requirement, (ii) materially increase the risk of any Governmental Authority entering an Order prohibiting the Transactions or (iii) prevent or materially delay the consummation of the Transactions. (e) Notwithstanding anything in this Section 6.6 to the contrary, nothing in this Section 6.6 shall to the extent not conditioned upon the Closing, require, or be deemed to require, Seller or any of its Subsidiaries or Purchaser or any of its Subsidiaries or Affiliates to propose, negotiate, offer to commit, effect or agree to (A) any sale, divestiture, license or disposition of assets or businesses of any Acquired Company, Purchaser, or Purchaser’s Subsidiaries or Affiliates or (B) any behavioral remedy of any Acquired Company, Purchaser, or Purchaser’s Subsidiaries or Affiliates.

Reasonable Best Efforts; Regulatory Filings. ICE (a) Subject to Section 5.2(e), Section 5.6, Section 5.9 and NYBOT shall cooperate with each other and the last sentence of this Section 5.8, the parties hereto will use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and applicable Laws to consummate and make effective the transactions contemplated hereby and to cause the conditions to the Merger set forth in Article 6 to be satisfied, including using their respective reasonable best efforts to accomplish the following: (i) the obtaining of all necessary actions or non-actions, consents and approvals from Governmental Entities necessary in connection with the consummation of the transactions contemplated by this Agreement and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be necessary to obtain an approval from, or to avoid an action or proceeding by, any Governmental Entity necessary in connection with the consummation of the transactions contemplated by this Agreement, (ii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions to be performed or consummated by such party in accordance with the terms of this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iii) the execution and delivery of any additional instruments necessary to consummate the Merger and other transactions to be performed or consummated by such party in accordance with the terms of this Agreement and to fully carry out the purposes of this Agreement. Each of the parties hereto shall promptly make its respective filings, and thereafter make any other required submissions under the HSR Act with respect to the transactions contemplated hereby. (b) Each of the parties hereto will furnish to the other such necessary information and reasonable assistance as the other may request in connection with the preparation of any required governmental filings or submissions and will cooperate in responding to any inquiry from a Governmental Entity, including as promptly as practicable informing the other party of such inquiry and consulting with the other party in advance before making any presentations or submissions to a Governmental Entity. Each of the Company and the Parent shall notify the other promptly upon the receipt of any comments or other communication from any government officials and of any request by any government officials for amendments or supplements to any filing with any applicable Governmental Entity, or for additional information and shall supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and any government officials, on the other hand, with respect to any such filing. Each of the Parent and the Company shall provide the other with a reasonable opportunity to review and provide comments on any such filings, correspondence or communications. Whenever any event occurs which is required to be set forth in an amendment or supplement to any such filing pursuant hereto, the Company or the Parent, as the case may be, shall promptly inform the other of such occurrence and cooperate in filing with any government officials, and/or mailing to the shareholders or (if applicable) creditors of the Company, such amendment or supplement (and shall provide the other with a reasonable opportunity to review and provide comments on any such amendment or supplement). For the avoidance of doubt, subject to the Privilege Exception, the filings, correspondence and communications referenced in this Section 5.8(b) shall include all filings, correspondence and communications by the Company with the SEC or any other Governmental Entity with respect to the Restated Financials and the Options Matters. (c) Parent, Merger Sub and the Company agree to use their reasonable best efforts (which shall include vigorous litigation on the merits) to (i) avoid or eliminate each and every impediment and obtain all consents under any applicable Antitrust Law that may be required by any U.S. or foreign federal, state or local antitrust or competition Governmental Entity, in each case with competent jurisdiction, so as to enable the parties to close the Transactions as promptly as practicable or to avoid the entry of, or to effect the dissolution of or vacate or lift, any decree, order, ruling, judgment, injunction, temporary restraining order or other similar order that would otherwise have the effect of preventing or materially delaying the consummation of the Merger and the other transactions contemplated by this Agreement as soon as practicableAgreement, and (ii) ensure that (A) no requirement for any non-action, consent or approval of the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, any authority enforcing applicable Antitrust Law, any State Attorney General or other Governmental Entity, (B) no decree, judgment, injunction, temporary restraining order or any other order in any suit or proceeding, and (C) no other matter relating to any antitrust or competition Law would, in each case under this clause (ii), preclude consummation of the Merger by the End Date (without giving effect to Section 7.1(b)(y) hereof), including preparing (in the case of Parent under clauses (i) and filing as promptly as (ii)) by agreeing (by consent decree or otherwise) to a reasonable and non-discriminatory licensing policy with respect to its and its Subsidiaries’ (and the Surviving Company’s) patents (a “Licensing Policy”). To the extent practicable all documentation and permitted by regulatory officials, Parent shall provide the Company and its counsel with reasonable opportunity to effect all necessary noticesattend meetings with regulatory officials relating to the matters set forth in this Section 5.8. For the avoidance of doubt, reports the Parent shall have the right to direct and control any litigation, negotiation or other filings action relating to the antitrust matters set forth in this Section 5.8(c) with counsel of its own choosing. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall require the Parent, Merger Sub or the Company (and the Company shall not, without the prior written consent of Parent, agree) to: (i) to obtain as promptly as practicable all consentsdispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, registrationsor to commit to cause the Company or any of its Subsidiaries to dispose of or transfer any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, approvalsor to commit to cause the Company or any of its Subsidiaries to discontinue offering any product or service; (iii) subject to any Licensing Policy, authorizations to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software or other proprietary asset, or to commit to cause the Company or any of its Subsidiaries to license or otherwise make available to any Person any technology, software or other proprietary asset; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause the Surviving Company or any of its Subsidiaries to hold separate any assets or operations; or (v) subject to the undertakings required by Section 5.4 and other Permits the commitments herein regarding a Licensing Policy, to make or cause any of its Subsidiaries to make any commitment (including all approvals and consents to be obtained from the CFTC) (collectively, “Consents”) necessary or advisable to be obtained from any third party and/or any Governmental Entity or Self-Regulatory Organization (if anyotherwise) in order to consummate regarding its future operations or the transactions contemplated by this Agreement; provided, however, that nothing in this Section 6.5 shall require, or be construed to require, ICE to proffer to, or agree to, sell or hold separate and agree to sell, before or after future operations of the Effective Time, any assets, businesses, or interests in any assets or businesses of ICE Surviving Company or any of its Affiliates (Subsidiaries or to consent to any sale, or agreement to sell, by NYBOT or any of that would affect its Subsidiaries, discretion in determining the terms of any of its assets Contract or businesses), if such action would, individually or in the aggregate, reasonably be expected to result in a ICE Substantial Detriment. Subject to applicable Law and the instructions of relationship with any Governmental Entity, ICE and NYBOT shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications received by ICE or NYBOT, as the case may be, or any of their respective Subsidiaries, from any third party and/or any Governmental Entity with respect to such transactionsPerson.

Reasonable Best Efforts; Regulatory Filings. ICE (a) Subject to the terms and NYBOT conditions of this Agreement, each party shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their respective its reasonable best efforts to take take, or cause to be taken taken, all actionsactions and to do, and do or cause to be done done, all things, things reasonably necessary, proper or advisable on its part under applicable Law to consummate the transactions contemplated by this Agreement as promptly as practicable after the date hereof, including by using reasonable best efforts to cause the conditions set forth in Article VIII to be satisfied. In connection with and applicable Laws without limiting the foregoing, as promptly as practicable after the execution of this Agreement, the Company (i) shall make all filings and give all notices that are or may be required or advisable to consummate be made and make effective given by it in connection with the Merger Share Purchase and the other transactions contemplated by this Agreement (including in order to obtain Required Regulatory Approvals) and (ii) if and to the extent reasonably requested by Buyer, shall use reasonable best efforts to obtain all approvals, consents, waivers or authorizations which are or may be required to be obtained (pursuant to any applicable Law, Contract, or otherwise) by the Company or any Company Subsidiary in connection with the Share Purchase and the other transactions contemplated by this Agreement. The Company shall, upon request of Buyer and to the extent permitted by applicable Law or applicable Contract, promptly deliver to Buyer a copy of each such filing made, each such notice given and each such approval, consent, waiver or authorization obtained by it. (b) In furtherance and not in limitation of Section 7.1(a), each party, as applicable, agrees to (i) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement, including the Closing, as promptly as practicable, and in any event within ten (10) Business Days after the execution of this Agreement (unless a later date is mutually agreed between the Company and Buyer), (ii) promptly file comparable pre-merger or post-merger notification filings, forms and submissions with any Governmental Entity that are required by or advisable under other applicable Regulatory Laws in connection with the Share Purchase (including in order to obtain Required Regulatory Approvals), and (iii) use its reasonable best efforts to take all actions reasonably necessary to (1) cause the expiration or termination of the applicable waiting periods pursuant to the HSR Act and any other Regulatory Laws applicable to the Share Purchase and (2) obtain any required consents pursuant to any Regulatory Laws applicable to the Share Purchase, in each case as soon as practicable. Buyer shall pay all filing fees in connection with notification filings, forms and submissions required to obtain the Required Regulatory Approvals. (c) The parties shall, in connection with Sections 7.1(a) and Section 7.1(b), (i) cooperate in all respects and consult with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including preparing any proceeding initiated by a private party, in each case, related to the transactions contemplated by this Agreement, including by allowing the other party to have a reasonable opportunity to review in advance and filing as promptly as practicable all documentation to effect all necessary notices, reports and other comment on drafts of filings and submissions and reasonably considering in good faith comments of the other party, and promptly providing copies to obtain as promptly as practicable all consentsthe other party of any such filings made to Governmental Entities, registrations, approvals, authorizations and other Permits (including all approvals and consents ii) use their respective reasonable best efforts to supply (or cause to be obtained from the CFTCsupplied) any information that may be required in order to make such filings or submissions, (collectively, “Consents”iii) necessary use their respective reasonable best efforts to supply (or advisable cause to be obtained from supplied) any third party and/or additional information that may be reasonably required or requested by any Governmental Entity in connection with any such filing or Self-submission, (iv) promptly inform the other party of any substantive communication received by such party from, or given by such party to, any Governmental Entity by promptly providing copies to the other party of any such written communications, and promptly inform the other party of any substantive communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated by this Agreement, and (v) where reasonably practicable, permit the other party to review in advance any communication that it gives to, and consult with each other in advance of any meeting, substantive telephone call or conference with, any Governmental Entity, or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the applicable Governmental Entity or other Person, give the other party the opportunity to attend and participate in any in person meetings, substantive telephone calls or conferences with the Governmental Entity or other Person; provided, that the parties may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 7.1(c) as “Outside Counsel Only Material.” Without limiting and consistent with Buyer’s obligations in this Section 7.1, Buyer, in consultation with the Company and after considering Company’s views in good faith, will devise, control and implement the ultimate strategy for securing approvals, and expiration of relevant waiting periods under Regulatory Organization Laws, and, in connection therewith, Xxxxx will lead all meetings and negotiations, and make strategic decisions in respect of the content of any communications (if anywritten or oral), with Governmental Entities. (d) Notwithstanding anything to the contrary in this Agreement, Buyer shall use reasonable best efforts to take such actions as may be necessary to avoid or eliminate each and every impediment under any Regulatory Laws so as to enable the Closing to occur as soon as reasonably possible (and in any event no later than the Outside Date) including by using reasonable best efforts to propose, negotiate, commit to and effect, by agreement, consent decree, hold separate order, trust or otherwise, behavioral limitations, conduct restrictions or commitments with respect to any such assets, businesses, services, products or product lines of Buyer or the Company (or any of their respective Subsidiaries or affiliates) and any other actions that after the Closing would limit the freedom of Buyer, the Company or any of their respective Subsidiaries’ or affiliates’ freedom of action with respect to, or its ability to retain, one or more of its Subsidiaries’ (including the Company’s) or affiliates’ assets, businesses, services, products or product lines, in each case as may be required under or in connection with Regulatory Laws in order to obtain all Required Regulatory Approvals (including expirations or terminations of waiting periods whether imposed by Law or agreement) and to avoid the entry of, or to effect the dissolution of, any order in any suit or proceeding, which would otherwise have the effect of preventing the consummation of the transactions contemplated by this Agreement by the Outside Date; provided, that, notwithstanding anything in this Agreement to the contrary, Buyer shall not be required to take, or cause to be taken, any action that, individually or in the aggregate, would reasonably be expected to have a material effect on (i) the Company and its Subsidiaries, taken as a whole or (ii) Buyer and its Subsidiaries, taken as a whole (but deemed for this purpose to be the same size as the Company and its Subsidiaries, taken as a whole). The Company and its Subsidiaries shall not, without Xxxxx’s prior written consent discuss or commit to any extension of any waiting period under any Law or to any agreement not to consummate the transactions contemplated by this Agreement. If reasonably requested by Buyer, the Company shall take any action or make any agreement required by any Governmental Entity under any Regulatory Law; provided, however, that nothing in this Section 6.5 shall require, or be construed to require, ICE to proffer to, or agree to, sell or hold separate and agree to sell, before or after the Effective Time, any assets, businesses, or interests in any assets or businesses of ICE or any of its Affiliates (or to consent to any sale, such action or agreement to sell, by NYBOT or any of its Subsidiaries, of any of its assets or businesses), if such action would, individually or in is conditioned on the aggregate, reasonably be expected to result in a ICE Substantial Detriment. Subject to applicable Law and the instructions of any Governmental Entity, ICE and NYBOT shall keep each other apprised of the status of matters relating to the completion consummation of the transactions contemplated by this Agreement. The Company shall not take any action, including promptly furnishing the other with copies of notices or other communications received by ICE or NYBOT, as the case may bemake any agreement, or make any of their respective Subsidiariesoffer to take action or make any agreement, from any third party and/or required by any Governmental Entity with respect to such transactionsunder any Regulatory Law without the prior written consent of Buyer.

Reasonable Best Efforts; Regulatory Filings. ICE Holdco, Omnicom and NYBOT Publicis shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and applicable Laws to consummate and make effective the Merger Mergers and the other transactions contemplated by this Agreement as soon as practicable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, authorizations and other Permits (including all approvals and consents to be obtained under the Competition Approvals and from the CFTCRegulatory Authorities) (collectively, “Consents”) necessary or advisable to be obtained from any third party Person and/or any Governmental Entity or Self-Regulatory Organization (if any) in order to consummate the transactions contemplated by this Agreement; provided, however(ii) using its reasonable best efforts to resolve objections, that nothing if, as may be asserted with respect to the transactions contemplated by this Agreement under any Laws, including the defending of any lawsuits or other legal proceedings, whether judicial or administrative or otherwise, challenging this Agreement or the consummation of the transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order or preliminary injunction entered by any court or other Governmental Entity vacated or reversed and (iii) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Nothing in this Section 6.5 5.4 shall require, or be construed to require, ICE Holdco, Omnicom or Publicis to (x) proffer to, or agree to, sell or hold separate and agree to sell, or take any other action with respect to, before or after the Omnicom Effective Time, any assets, assets or businesses, or interests in any assets or businesses businesses, of ICE Holdco, Omnicom, Publicis or any of its Affiliates their respective Subsidiaries (or to consent to any sale, or agreement to sell, by NYBOT Holdco, Omnicom or Publicis or any of its their respective Subsidiaries, as the case may be, of any of its assets or businesses), if either party reasonably determines in good faith that such action would, individually or in the aggregate, reasonably be expected to result in a ICE Substantial Detriment. Subject Detriment or (y) without limiting clause (x) above, proffer to, or agree to, sell or hold separate and agree to applicable Law and sell, or take any other action with respect to, before or after the instructions Omnicom Effective Time, any assets or businesses, or interests in any assets or businesses, of Holdco, Omnicom, Publicis or any Governmental Entityof their respective Subsidiaries (or to consent to any sale, ICE and NYBOT shall keep each other apprised or agreement to sell, by Holdco, Omnicom or Publicis or any of the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications received by ICE or NYBOTtheir respective Subsidiaries, as the case may be, or of any of their respective Subsidiariesits assets or businesses), from unless any third party and/or any Governmental Entity with respect to such transactionsaction is conditioned on the consummation of the Mergers.

Reasonable Best Efforts; Regulatory Filings. ICE (a) Upon the terms and NYBOT shall cooperate with each other subject to the conditions set forth in this Agreement, Purchaser and the Company will use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to take take, or cause to be taken taken, all actions, and do to do, or cause to be done done, and to assist and cooperate with the other party or parties hereto in doing, all things, things reasonably necessary, proper or advisable on its part under this Agreement and applicable Laws to consummate and make effective effective, in the Merger and the other transactions contemplated by this Agreement as soon as most expeditious manner practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, authorizations and other Permits (including all approvals and consents to be obtained from the CFTC) (collectively, “Consents”) necessary or advisable to be obtained from any third party and/or any Governmental Entity or Self-Regulatory Organization (if any) in order to consummate the transactions contemplated by this Agreement; provided, however, that nothing in this Section 6.5 shall require, or be construed to require, ICE to proffer to, or agree to, sell or hold separate and agree to sell, before or after the Effective Time, any assets, businesses, or interests in any assets or businesses of ICE or any of its Affiliates (or to consent to any sale, or agreement to sell, by NYBOT or any of its Subsidiaries, of any of its assets or businesses), if such action would, individually or in the aggregate, reasonably be expected to result in a ICE Substantial Detriment. Subject to applicable Law and the instructions of any Governmental Entity, ICE and NYBOT shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing using reasonable best efforts to (i) cause the conditions to the transactions contemplated hereby set forth in Article XI to be satisfied; (ii) obtain all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities; and (iii) execute or deliver any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. (b) In connection with and not in limitation of Section 10.3(a), each of Purchaser and the Company will file with the Federal Trade Commission and the Antitrust Division of the Department of Justice a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act within five (5) Business Days following the execution and delivery of this Agreement. Each of Purchaser and the Company will (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with copies any information that may be required in order to make such filings, (iii) supply any additional information that reasonably may be required or requested by the Federal Trade Commission or the Department of notices Justice, and (iv) use their reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Each of Purchaser and the Company will promptly inform the other communications received by ICE or NYBOT, as the case may be, or of any communication from any Governmental Authority regarding any of their respective Subsidiaries, the transactions contemplated by this Agreement in connection with such filings. If any party hereto receives a request for additional information or documentary material from any third party and/or any Governmental Entity Authority with respect to the transactions contemplated by this Agreement pursuant to the HSR Act, then such transactionsparty will use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request.

Reasonable Best Efforts; Regulatory Filings. ICE (a) Subject to Section 5.2(e), Section 5.6, Section 5.9 and NYBOT shall cooperate with each other and the last sentence of this Section 5.8, the parties hereto will use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and applicable Laws to consummate and make effective the transactions contemplated hereby and to cause the conditions to the Merger set forth in Article 6 to be satisfied, including using their respective reasonable best efforts to accomplish the following: (i) the obtaining of all necessary actions or non-actions, consents and approvals from Governmental Entities necessary in connection with the consummation of the transactions contemplated by this Agreement and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be necessary to obtain an approval from, or to avoid an action or proceeding by, any Governmental Entity necessary in connection with the consummation of the transactions contemplated by this Agreement, (ii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions to be performed or consummated by such party in accordance with the terms of this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iii) the execution and delivery of any additional instruments necessary to consummate the Merger and other transactions to be performed or consummated by such party in accordance with the terms of this Agreement and to fully carry out the purposes of this Agreement. Each of the parties hereto shall promptly make its respective filings, and thereafter make any other required submissions under the HSR Act with respect to the transactions contemplated hereby. (b) Each of the parties hereto will furnish to the other such necessary information and reasonable assistance as the other may request in connection with the preparation of any required governmental filings or submissions and will cooperate in responding to any inquiry from a Governmental Entity, including as promptly as practicable informing the other party of such inquiry and consulting with the other party in advance before making any presentations or submissions to a Governmental Entity. Each of the Company and the Parent shall notify the other promptly upon the receipt of any comments or other communication from any government officials and of any request by any government officials for amendments or supplements to any filing with any applicable Governmental Entity, or for additional information and shall supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and any government officials, on the other hand, with respect to any such filing. Each of the Parent and the Company shall provide the other with a reasonable opportunity to review and provide comments on any such filings, correspondence or communications. Whenever any event occurs which is required to be set forth in an amendment or supplement to any such filing pursuant hereto, the Company or the Parent, as the case may be, shall promptly inform the other of such occurrence and cooperate in filing with any government officials, and/or mailing to the shareholders or (if applicable) creditors of the Company, such amendment or supplement (and shall provide the other with a reasonable opportunity to review and provide comments on any such amendment or supplement). For the avoidance of doubt, subject to the Privilege Exception, the filings, correspondence and communications referenced in this Section 5.8(b) shall include all filings, correspondence and communications by the Company with the SEC or any other Governmental Entity with respect to the Restated Financials and the Options Issue. (c) Parent, Merger Sub and the Company agree to use their reasonable best efforts (which shall include vigorous litigation on the merits) to (i) avoid or eliminate each and every impediment and obtain all consents under any applicable Antitrust Law that may be required by any U.S. or foreign federal, state or local antitrust or competition Governmental Entity, in each case with competent jurisdiction, so as to enable the parties to close the Transactions as promptly as practicable or to avoid the entry of, or to effect the dissolution of or vacate or lift, any decree, order, ruling, judgment, injunction, temporary restraining order or other similar order that would otherwise have the effect of preventing or materially delaying the consummation of the Merger and the other transactions contemplated by this Agreement as soon as practicableAgreement, and (ii) ensure that (A) no requirement for any non-action, consent or approval of the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, any authority enforcing applicable Antitrust Law, any State Attorney General or other Governmental Entity, (B) no decree, judgment, injunction, temporary restraining order or any other order in any suit or proceeding, and (C) no other matter relating to any antitrust or competition Law would, in each case under this clause (ii), preclude consummation of the Merger by the End Date (without giving effect to Section 7.1(b)(y) hereof), including preparing (in the case of Parent under clauses (i) and filing as promptly as (ii)) by agreeing (by consent decree or otherwise) to a reasonable and non-discriminatory licensing policy with respect to its and its Subsidiaries' (and the Surviving Company's) patents (a "Licensing Policy"). To the extent practicable all documentation and permitted by regulatory officials, Parent shall provide the Company and its counsel with reasonable opportunity to effect all necessary noticesattend meetings with regulatory officials relating to the matters set forth in this Section 5.8. For the avoidance of doubt, reports the Parent shall have the right to direct and control any litigation, negotiation or other filings action relating to the antitrust matters set forth in this Section 5.8(c) with counsel of its own choosing. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall require the Parent, Merger Sub or the Company (and the Company shall not, without the prior written consent of Parent, agree) to: (i) to obtain as promptly as practicable all consentsdispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, registrationsor to commit to cause the Company or any of its Subsidiaries to dispose of or transfer any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, approvalsor to commit to cause the Company or any of its Subsidiaries to discontinue offering any product or service; (iii) subject to any Licensing Policy, authorizations to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software or other proprietary asset, or to commit to cause the Company or any of its Subsidiaries to license or otherwise make available to any Person any technology, software or other proprietary asset; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause the Surviving Company or any of its Subsidiaries to hold separate any assets or operations; or (v) subject to the undertakings required by Section 5.4 and other Permits the commitments herein regarding a Licensing Policy, to make or cause any of its Subsidiaries to make any commitment (including all approvals and consents to be obtained from the CFTC) (collectively, “Consents”) necessary or advisable to be obtained from any third party and/or any Governmental Entity or Self-Regulatory Organization (if anyotherwise) in order to consummate regarding its future operations or the transactions contemplated by this Agreement; provided, however, that nothing in this Section 6.5 shall require, or be construed to require, ICE to proffer to, or agree to, sell or hold separate and agree to sell, before or after future operations of the Effective Time, any assets, businesses, or interests in any assets or businesses of ICE Surviving Company or any of its Affiliates (Subsidiaries or to consent to any sale, or agreement to sell, by NYBOT or any of that would affect its Subsidiaries, discretion in determining the terms of any of its assets Contract or businesses), if such action would, individually or in the aggregate, reasonably be expected to result in a ICE Substantial Detriment. Subject to applicable Law and the instructions of relationship with any Governmental Entity, ICE and NYBOT shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications received by ICE or NYBOT, as the case may be, or any of their respective Subsidiaries, from any third party and/or any Governmental Entity with respect to such transactionsPerson.