Common use of Regulatory Approvals Clause in Contracts

Regulatory Approvals. (a) Each of Newco, Purchaser, REG and the Company shall use their respective commercially reasonable efforts to (i) make or cause to be made all filings required of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, and, in any event, within ten (10) Business Days after the date of this Agreement in the case of all filings required under the HSR Act and within four (4) weeks in the case of all other filings required by other Antitrust Laws, (ii) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. No party hereto shall independently participate in any formal meeting with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall consult and cooperate with one another in connection with the matters described in this Section 6.4, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust Laws.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG and the Company party shall use their respective commercially all reasonable efforts to (i) make or cause to be made all filings required of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriatefile, as promptly as practicable, including seeking early termination, and, in any event, within ten (10) Business Days practicable after the date of this Agreement in Agreement, all notices, reports and other documents required to be filed by such party with any Governmental Body with respect to the case Merger and the other transactions contemplated by this Agreement, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of all filings the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications required under the HSR Act in connection with the Merger. The Company and within four Parent shall respond as promptly as practicable to (4i) weeks in any inquiries or requests received from the case Federal Trade Commission or the Department of all other filings required by other Antitrust Laws, Justice for additional information or documentation and (ii) comply at any inquiries or requests received from any state attorney general or other Governmental Body in connection with antitrust or related matters. Each of the earliest practicable date Company and Parent shall (1) give the other party prompt notice of the commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger or any of the other transactions contemplated by this Agreement, (2) keep the other party informed as to the status of any such Legal Proceeding, and (3) promptly inform the other party of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the Merger. The Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any request analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating to the HSR Act or any other Antitrust Laws for additional informationfederal or state antitrust or fair trade law. In addition, documentsexcept as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or other materials received by either of them or any of their respective Subsidiaries or Affiliates from relating to the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each of the Company and Parent will permit authorized Representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Authority in respect of such filings or such transactions, and (iii) cooperate with each other Body in connection with any such filing (including, to the extent permitted by applicable law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. No party hereto shall independently participate in any formal meeting with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall consult and cooperate with one another in connection with the matters described in this Section 6.4, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust LawsLegal Proceeding.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG The Company and the Company Parent shall use their respective commercially all reasonable efforts to (i) make or cause to be made all filings required of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreementsfile, as appropriate, soon as promptly as practicable, including seeking early termination, and, in any event, within ten (10) Business Days practicable after the date of this Agreement in Agreement, all notices, reports and other documents required to be filed with any Governmental Body with respect to the case Merger and the other transactions contemplated by this Agreement, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of all filings the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications required under the HSR Act in connection with the Merger. The Company and within four Parent shall respond as promptly as practicable to (4i) weeks in any inquiries or requests received from the case Federal Trade Commission or the Department of all other filings required by other Antitrust Laws, Justice for additional information or documentation and (ii) comply at any inquiries or requests received from any state attorney general or other Governmental Body in connection with antitrust or related matters. Each of the earliest practicable date Company and Parent shall (1) give the other party prompt notice of the commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger or any of the other transactions contemplated by this Agreement, (2) keep the other party informed as to the status of any such Legal Proceeding, and (3) promptly inform the other party of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the Merger. The Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any request analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating to the HSR Act or any other Antitrust Laws for additional informationfederal or state antitrust or fair trade law. In addition, documentsexcept as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or other materials received by either of them or any of their respective Subsidiaries or Affiliates from relating to the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each of the Company and Parent will permit authorized Representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Authority in respect of such filings or such transactions, and (iii) cooperate with each other Body in connection with any such filing (including, to the extent permitted by applicable law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. No party hereto shall independently participate in any formal meeting with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall consult and cooperate with one another in connection with the matters described in this Section 6.4, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust LawsLegal Proceeding.

Regulatory Approvals. (a) Each of NewcoUpon the terms and subject to the conditions herein provided, PurchaserPurchaser Parent, REG Purchaser and Seller Parent each agree to take, and to cause their Affiliates to take, all actions and to do, and cause their Affiliates to do, all things necessary under applicable Antitrust Laws to consummate and make effective the Company shall use their respective commercially reasonable efforts transactions contemplated by this Agreement or any Ancillary Agreement as promptly as reasonably practicable (and in any event as required to effect the Closing prior to the Outside Date), including all actions and all things necessary (i) make to obtain, as promptly as reasonably practicable (and in any event as required to effect the Closing prior to the Outside Date), any consent, authorization, order or cause approval of, or any exemption by, or negative clearance from, or the expiration or early termination of any waiting period imposed by, or any other Approval of, any Governmental Antitrust Authority required to be obtained or made all filings required by Seller Parent, Purchaser Parent, Purchaser or their Affiliates in connection with the acquisition of each the Purchased Assets or the consummation of them or any of their respective Subsidiaries or Affiliates under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby and or by the Common Plan Ancillary Agreements, as appropriate(ii) to satisfy, as promptly as practicable, including seeking early termination, and, reasonably practicable and in any event, within ten event prior to the date that is the third (103rd) Business Days after Day prior to the Outside Date, the conditions precedent set forth in Sections 8.1(a) and 8.1(b) to the extent relating to Antitrust Laws, (iii) to defend any Actions, whether judicial or administrative, brought by any Governmental Antitrust Authority or brought under, pursuant to or relating to any Antitrust Law challenging this Agreement, the Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby, and (iv) to comply as promptly as reasonably practicable with all legal requirements under Antitrust Laws which may be imposed with respect to this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby. Without limiting the foregoing, Purchaser Parent, Purchaser, Seller Parent and their Affiliates shall be obligated to take such actions as are necessary to obtain, as promptly as reasonably practicable and in any event prior to the date that is the third (3rd) Business Day prior to the Outside Date, the expiration or termination of this Agreement in the case of all filings required any applicable waiting period under the HSR Act and within four (4) weeks in the case of all other filings required by other Antitrust Lawsany consent, (ii) comply at the earliest practicable date with any request under the HSR Act authorization, order or other Antitrust Laws for additional information, documentsapproval of, or other materials received by either any exemption by, or negative clearance from, or the expiration or early termination of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”)waiting period imposed by, the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority in respect of such filings or such transactionsApproval under, and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any Antitrust Laws of the FTC, the Antitrust Division or other Governmental Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. No party hereto shall independently participate in any formal meeting with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall consult and cooperate with one another in connection with the matters described in this Section 6.4, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or jurisdictions set forth on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust Laws.Annex C.

Regulatory Approvals. (a) Each of NewcoParent, PurchaserMergerLLC, REG and the Company shall use their respective commercially reasonable efforts to (i) make or cause to be made all filings required of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, and, in any event, within ten (10) Business Days after the date of this Agreement in the case of all filings required under the HSR Act and within four (4) weeks in the case of all other filings required by other Antitrust Laws, (ii) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco Parent shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. No party hereto shall independently participate in any formal meeting with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall consult and cooperate with one another in connection with the matters described in this Section 6.4, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust Laws.

Regulatory Approvals. (a) Each The Collaboration Management Team, or a Project Committee if designated, shall determine the jurisdiction or jurisdictions in which Regulatory Approvals for any particular Co-Commercialized Product are to be sought to enable commercialization of Newcosuch Co-Commercialized Product therein. For Co-Commercialized Products arising from Joint Development Compounds, Purchaserthe Lead Developing Party shall have the responsibility to secure and maintain any given Regulatory Approval for all commercially reasonably and appropriate indications of Co-Commercialized Products, REG and the Company shall use their respective commercially reasonable efforts to (i) make or cause Party in whose name any such approval is to be made all filings required of each of them secured and maintained. The Lead Developing Party shall consult with the CMT or any of their respective Subsidiaries or Affiliates under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, and, in any event, within ten (10) Business Days after the date of this Agreement in the case of all filings required under the HSR Act and within four (4) weeks in the case of all other filings required by other Antitrust Laws, (ii) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable law, providing copies of all such documents to the non-filing parties Project Committee prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving taking any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Authority under any Antitrust Laws material action with respect to any such filing Regulatory Approval, and shall provide the CMT with access to all related documentation. Without limiting the generality of the foregoing, the Lead Developing Party shall not make any written or any such transaction. Newco shall be responsible for all filing fees and expenses associated oral contact with the required filings under FDA or other applicable regulatory agency or make any regulatory submission without in each case receiving the HSR Act and all responses to any request by prior written approval of the FTCCMT. In addition, the Antitrust Division or any other Governmental Authority. Each such party Party shall use commercially reasonable efforts have the right to furnish participate fully in the formation and implementation of regulatory approval strategy, including, without limitation, the right to each other all information required for any application or other filing to be made pursuant to any applicable law in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. No party hereto shall independently participate in any formal meeting meetings or telephone conferences with the FDA or other applicable regulatory agencies. For Co-Commercialized Products arising from Joint Development Compounds/IV, the Parties shall share the responsibility to secure and maintain any Governmental Authority given Regulatory Approval for all commercially reasonably and appropriate indications of Co-Commercialized Products, and the Party or Parties in respect of whose name any such filingsapproval is to be secured and maintained. The Parties shall consult with the CMT or Project Committee prior to taking any material action with respect to any such Regulatory Approval, investigationand shall provide the CMT with access to all related documentation. Without limiting the generality of the foregoing, the Parties shall not make any written or oral contact with the FDA or other inquiry applicable regulatory agency or make any regulatory submission without giving in each case receiving the other parties hereto prior notice written approval of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall consult and cooperate with one another in connection with the matters described in this Section 6.4, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust LawsCMT.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG and the Company Party shall use their respective commercially reasonable best efforts to (i) make file or cause otherwise submit, as soon as practicable after the date of this Agreement, all applications, notices, reports and other documents reasonably required to be made all filings required of each of them filed by such Party with or otherwise submitted by such Party to any of their respective Subsidiaries or Affiliates under the HSR Act or other Antitrust Laws Governmental Body with respect to the transactions contemplated hereby Offer, the Merger and the other Contemplated Transactions, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the Common Plan Agreementsgenerality of the foregoing, as appropriatethe Parties shall, as promptly as practicableafter the date of this Agreement, including seeking early terminationprepare and file, andif any, (a) the notification and report forms required to be filed under the HSR Act, which in any event, event shall be filed within ten (10) Business Days after the date execution of this Agreement (unless a later date is mutually agreed to by the Parties) and (b) any notification or other document required to be filed in connection with the case Offer or the Merger under any applicable foreign Legal Requirement relating to antitrust or competition matters. Romeo and Nikola shall respond as promptly as is practicable to respond in compliance with: (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation; and (ii) any inquiries or requests received from any state attorney general, foreign antitrust or competition authority or other Governmental Body in connection with antitrust or competition matters. Each Party shall give the other Party the right to review and comment on all material filings or responses to be submitted to any Governmental Body, and in good faith will take the other Party’s comments into account. Notwithstanding anything to the contrary in this Agreement, neither Party shall be required under to defend any lawsuits or other legal proceedings pursuant to any antitrust or competition laws, whether judicial or administrative, challenging this Agreement or the HSR Act consummation of the transactions contemplated hereby, including the Offer, the Merger and within four the execution, delivery and performance of the Secured Debt Agreements (4including the incurrence of the Secured Loan). Each of the Parties hereto will furnish to the other such necessary information and reasonable assistance as the other may reasonably request in connection with the preparation of any required governmental filings or submissions and will cooperate in responding to any inquiry from a Governmental Body, including (i) weeks in promptly informing the case other Party of all other filings required by other Antitrust Lawssuch inquiry, (ii) comply at consulting in advance before making any material presentations or submissions to a Governmental Body, (iii) giving the earliest practicable date other Party the opportunity to attend and participate in any substantive meetings or discussions with any request under Governmental Body, to the HSR Act extent not prohibited by such Governmental Body and (iv) supplying each other with copies of all material correspondence, submissions or written communications between either Party and any Governmental Body with respect to this Agreement. Each Party, in their respective sole and absolute discretion, may redact material as necessary to comply with contractual arrangements, address reasonable attorney-client or other Antitrust Laws for additional informationprivilege concerns, documentsexclude any information relating to Romeo valuation and similar matters relating to the transactions contemplated herein (including the execution, delivery and performance of the Secured Debt Agreements (including the incurrence of the Secured Loan)), or other designate any competitively sensitive material as “Outside Counsel Only Material” such that such materials received by either and the information contained therein shall be given only to the outside counsel of them the recipient and will not be disclosed to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials or its legal counsel. Notwithstanding anything to the contrary in this Agreement, Nikola and Purchaser shall (or shall cause any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission or Romeo to): (“FTC”)A) sell, the Antitrust Division divest, license or otherwise dispose of, or hold separate and agree to sell, divest, license or otherwise dispose of, any assets of the U.S. Department Romeo or its Subsidiaries or of Justice Nikola or Purchaser, (the “Antitrust Division”B) terminate, amend or any other Governmental Authority in respect assign existing relationships and contractual rights and obligations of such filings Romeo or such transactionsits Subsidiaries or of Nikola or Purchaser, and (iiiC) cooperate with each other in connection with any such filing (includingrequire Nikola or Purchaser or Romeo or its Subsidiaries, to the extent permitted by applicable law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions grant any right or changes suggested in connection therewith) and in connection with resolving any investigation commercial or other inquiry of accommodation to, or enter into any of the FTC, the Antitrust Division material commercial contractual or other Governmental Authority under commercial relationship with, any Antitrust Laws third party or (D) impose limitations on Nikola or Purchaser or Romeo or its Subsidiaries, with respect to any such filing how they own, retain, conduct or operate all or any such transaction. Newco portion of their respective businesses or assets (each of (A)-(D), a “Remedy”); provided, that Nikola and Purchaser shall not be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to take or commit to take any request by the FTC, the Antitrust Division Remedy that would have a Nikola Material Adverse Effect or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. No party hereto shall independently participate in any formal meeting with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall consult and cooperate with one another in connection with the matters described in this Section 6.4, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust Lawsa Romeo Material Adverse Effect.

Regulatory Approvals. (a) Each of NewcoParent, Purchaser, REG Purchaser and the Company shall use their respective commercially reasonable efforts to Sellers will (i) make or cause to be made all filings required of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, practicable and, in any event, within ten (10) 10 Business Days after the date entry of this Agreement the Bidding Procedure Order in the case of all filings required under the HSR Act and within four (4) weeks in the case of all other filings required by other Antitrust Laws, (ii) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, documents or other materials received by either each of them or any of their respective Subsidiaries or Affiliates subsidiaries from the U.S. Federal Trade Commission (the “FTC”), the Antitrust Division of the U.S. United States Department of Justice (the “Antitrust Division”) or any other Governmental Authority Body in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable lawLaw, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Authority Body under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall will use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law Law in connection with the transactions contemplated by this Agreement. Each such party shall will promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Authority Body regarding any such filings or any such transaction and permit the other party to review in advance any proposed communication by such party to any Governmental Authoritytransaction. No party hereto shall will independently participate in any formal meeting with any Governmental Authority Body in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental AuthorityBody, the opportunity to attend and/or participate. Subject to applicable Lawlaw, the parties hereto shall will consult and cooperate with one another in connection with the matters described in this Section 6.4, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust Laws. Sellers and Purchaser may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 8.4 as “outside counsel only.” Such materials and the information contained therein will be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient, unless express written permission is obtained in advance from the source of the materials (Sellers or Purchaser, as the case may be).

Regulatory Approvals. (a) Each As promptly as practicable after the date of Newcothis Agreement, Purchaser, REG Parent and the Company shall each prepare and file the notification required of it under the HSR Act within 10 Business Days after the date hereof in connection with the Transactions and shall promptly and in good faith respond to all information requested of it by the U.S. Federal Trade Commission, U.S. Department of Justice or any other Governmental Entity in connection with such notification and otherwise cooperate in good faith with each other and such Governmental Entities. Each Party will promptly furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any filing or submission that is necessary under the HSR Act and will use their respective commercially reasonable best efforts to (i) make cause the expiration or cause termination of the applicable waiting periods as soon as practicable. Each Party will promptly furnish to be made all filings required the other such information and assistance as the other may reasonably request in connection with its preparation of each of them any filing or any of their respective Subsidiaries or Affiliates submission that is necessary under the HSR Act or any other Antitrust Laws and will use reasonable best efforts to cause the expiration or termination of the applicable waiting periods or obtain the applicable approvals as soon as practicable. Each Party will promptly provide the other with copies of all substantive written communications (and memoranda setting forth the substance of all substantive oral communications) between each of them, any of their Affiliates and their respective agents, representatives and advisors, on the one hand, and any Governmental Entity, on the other hand, with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, and, in any event, within ten (10) Business Days after the date of this Agreement in or the case Transactions. Without limiting the foregoing, Parent and the Company shall: (i) promptly inform the other of all filings required under the HSR Act and within four (4) weeks in the case of all other filings required by other Antitrust Laws, (ii) comply at the earliest practicable date with any request under the HSR Act communication to or other Antitrust Laws for additional information, documents, or other materials received by either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”)Commission, the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority in respect of such filings or such transactions, and Entity regarding the Transactions; (iiiii) cooperate with permit each other in connection with any such filing (including, to the extent permitted by applicable law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction and permit the other party to review in advance any proposed substantive written communication by such party to any such Governmental Authority. No party hereto shall independently Entity and incorporate reasonable comments thereto; (iii) give the other prompt written notice of the commencement of any Legal Proceeding with respect to such transactions; (iv) not agree to participate in any formal substantive meeting or discussion with any such Governmental Authority Entity in respect of any such filingsfiling, investigationinvestigation or inquiry concerning this Agreement or the Transactions unless, or other inquiry without giving to the extent reasonably practicable, it consults with the other parties hereto prior notice of the meeting Party in advance and, to the extent permitted by such Governmental AuthorityEntity, gives the other Party the opportunity to attend and/or participateattend; (v) keep the other reasonably informed as to the status of any such Legal Proceeding; and (vi) promptly furnish each other with copies of all correspondence, filings (except for filings made under the HSR Act) and written communications between such Party and their Affiliates and their respective agents, representatives and advisors, on one hand, and any such Governmental Entity, on the other hand, in each case, with respect to this Agreement and the Transactions. Subject Each of the Company Transaction Costs and Parent Transaction Costs shall include 50% of any filing fees required by Governmental Entities, including with respect to applicable Lawany registrations, the parties hereto shall consult declarations and cooperate with one another filings required in connection with the matters described in execution and delivery of this Section 6.4Agreement, the performance of the obligations hereunder and the consummation of the Transactions, including filing fees in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings filings under the HSR Act or other Antitrust LawsAct.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG Purchaser and the Company Sellers shall use their respective commercially reasonable efforts to (i) make or cause to be made all filings required of each of them or any of their respective Subsidiaries subsidiaries or Affiliates under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, and, in any event, within ten (10) Business Days practicable after the date of this Agreement (and in any event within five (5) Business Days of the case of all filings required under the HSR Act and within four (4) weeks in the case of all other filings required by other Antitrust Lawsdate hereof), (ii) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, documents or other materials received by either each of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“the "FTC”"), the Antitrust Division of the U.S. Department of Justice (the “"Antitrust Division”") or any other Governmental Authority Body in respect of such filings or such transactions, transactions and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Authority Body under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use its commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law Law in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Authority Body regarding any such filings or any such transaction and permit the other party to review in advance any proposed communication by such party to any Governmental Authoritytransaction. No party hereto shall independently participate in any formal meeting with any Governmental Authority Body in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental AuthorityBody, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall consult and cooperate with one another in connection with the matters described in this Section 6.4, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust Laws.

Regulatory Approvals. (a) Each of NewcoTo the extent required by the Antitrust Laws, Purchaser, REG and the Company shall use their respective commercially reasonable efforts to (i) no later than sixty (60) days following the Agreement Date, make or cause to be made all filings the initial filing required of each of them or any of their respective Subsidiaries or Affiliates from the Company under the HSR Act or in connection with the consummation of the Merger and the other Antitrust Laws with respect to transactions contemplated hereby; and (ii) as promptly as practicable following the execution of this Agreement, execute and file or, if appropriate, join in the execution and filing of, the applications, notifications, and other documents required for the lawful consummation of the Merger and the other transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, and, in any event, within ten (10) Business Days after the date of this Agreement in the case of all filings required under the HSR Act and within four (4) weeks in the case of all other filings required by other Antitrust Laws, (ii) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority jurisdictions identified in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any Section 5.4 of the FTC, the Antitrust Division or other Governmental Authority under any Antitrust Laws with respect to any such filing or any such transactionDisclosure Schedule. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party [*] The Company shall use commercially reasonable efforts to furnish promptly obtain, and to each other cooperate with Acquiror to promptly obtain, all information authorizations, approvals, clearances, consents, waivers, actions, or non-actions required for from any application or other filing to be made pursuant to Governmental Entity under any applicable law Antitrust Law in connection with the Merger or the other transactions contemplated by this Agreementhereby. Each such party The Company shall promptly inform Acquiror of any material communication between the Company (including its representatives, counsel, or consultants) and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Affiliate of the Company receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the Merger or the other parties hereto of transactions contemplated hereby, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Acquiror, as the purchaser, shall lead all efforts to obtain any oral communication withclearance, and provide copies of written communications withwaiver, approval or authorization from any Governmental Authority regarding any such filings Entity that is necessary to enable the parties to consummate the Merger or any such transaction and permit the other party to review transactions contemplated hereby, but shall consider in advance any proposed communication by such party to any Governmental Authority. No party hereto shall independently participate in any formal meeting with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving good faith the other parties hereto prior notice views of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall consult and cooperate with one another in connection with the matters described in this Section 6.4, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust LawsCompany.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG Purchaser and the Company Sellers shall use their respective commercially reasonable efforts to (i) make or cause to be made all filings required of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, practicable and, in any event, within ten five (105) Business Days after approval of the date of this Agreement Bidding Procedures by the Bankruptcy Court in the case of all filings required under the HSR Act and within four ten (410) weeks Business Days in the case of all other filings required by other Antitrust Laws, (ii) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by either each of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“the "FTC”"), the Antitrust Division of the U.S. United States Department of Justice (the “"Antitrust Division”") or any other Governmental Authority Body in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable lawApplicable Law, and at Purchaser's cost providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Authority Body under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Authority Body regarding any such filings or any such transaction and permit the other party to review in advance any proposed communication by such party to any Governmental Authoritytransaction. No party hereto shall independently participate in any formal meeting with any Governmental Authority Body in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental AuthorityBody, the opportunity to attend and/or participate. Subject to applicable Lawlaw, the parties hereto shall will consult and cooperate with one another in connection with the matters described in this Section 6.4, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust Laws. Sellers and Purchaser may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 8.7 as "outside counsel only." Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials (Sellers or Purchaser, as the case may be). Notwithstanding anything to the contrary provided herein, none of Sellers, Purchaser nor any of their respective Affiliates shall be required (i) to hold separate (including by trust or otherwise) or divest any of its businesses, product lines or assets, or any of the Purchased Assets, (ii) to agree to any limitation on the operation or conduct of the Business, or (iii) to waive any of the conditions to this Agreement set forth in Section 10.1.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG the Company and the Company Sellers (if necessary) shall use their respective commercially reasonable efforts to (i) make or cause to be made all filings required of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act Act, the Sxxxxxx Act, as amended, the Cxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other United States federal or state or foreign statues, rules, regulations, orders, decrees, administrative or judicial doctrines or other laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization, restraint of trade, or the creation or enhancement of dominance (collectively, the “Antitrust Laws Laws”) with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, practicable and, in any event, within ten six (106) Business Days after the date of this Agreement in the case of all filings required under the HSR Act and within four one (41) weeks week in the case of all other filings required by other Antitrust Laws, (ii) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by either each of them or any of their respective Subsidiaries subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority Body in respect of such filings or such transactions, transactions and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable lawLaw, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Authority Body under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law Law in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Authority Body regarding any such filings or any such transaction and permit the other party to review in advance any proposed communication by such party to any Governmental Authoritytransaction. No party hereto shall independently participate in any formal meeting with any Governmental Authority Body in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental AuthorityBody, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall will consult and cooperate with one another in connection with the matters described in this Section 6.4, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust Laws.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG SBBX and PFS will cooperate with the Company shall other and use their respective commercially reasonable best efforts to promptly prepare all necessary documentation, to effect all necessary filings and to obtain all necessary permits, consents, waivers, approvals and authorizations of the SEC, the Bank Regulators and any other third parties and governmental bodies necessary to consummate the transactions contemplated by this Agreement, and PFS and Provident Bank will make all necessary filings in respect of the required Regulatory Approvals as promptly as practicable after the date hereof, and no later than forty-five (45) days after the date hereof; provided, however, that in no event shall PFS or Provident Bank be required to agree to any prohibition, limitation, or other requirement that would (i) make prohibit or cause to be made materially limit the ownership or operation by PFS or Provident Bank of all filings required of each of them or any material portion of their respective Subsidiaries the business or Affiliates under the HSR Act assets of SBBX or other Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, and, in any event, within ten (10) Business Days after the date of this Agreement in the case of all filings required under the HSR Act and within four (4) weeks in the case of all other filings required by other Antitrust LawsSBBX Subsidiary, (ii) comply at compel PFS or Provident Bank to dispose of or hold separate all or any material portion of the earliest practicable date business or assets of SBBX or any SBBX Subsidiary, (iii) impose a material compliance burden, penalty or obligation on PFS or Provident Bank resulting from noncompliance by SBBX or any SBBX Subsidiary with its regulatory obligations or (iv) otherwise materially impair the value of SBBX and the SBBX Subsidiaries to PFS and Provident Bank (any request under the HSR Act or other Antitrust Laws for additional information, documentssuch requirement alone, or other materials received by either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (more than one such requirement together, a “FTCBurdensome Condition”). SBBX and PFS will furnish each other and each other’s counsel with all information concerning themselves, their subsidiaries, directors, officers and shareholders and such other matters as may be necessary or advisable in connection with the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) Proxy Statement-Prospectus and any application, petition or any other Governmental Authority in respect statement or application made by or on behalf of such filings SBBX, PFS to any Bank Regulator or such transactions, and (iii) cooperate with each other governmental body in connection with the Merger, and the other transactions contemplated by this Agreement. SBBX shall have the right to review and approve in advance any such filing (including, to the extent permitted by applicable law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. No party hereto shall independently participate in any formal meeting Agreement with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Authority, governmental body. PFS shall give SBBX and its counsel the opportunity to attend and/or participate. Subject review and comment on each filing prior to applicable Lawits being filed with a Bank Regulator or the SEC and shall give SBBX and its counsel the opportunity to review and comment on all regulatory filings, amendments and supplements to such filings and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, a Bank Regulator or the parties hereto shall consult and cooperate with one another in connection with the matters described in this Section 6.4, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust LawsSEC.

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

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

Regulatory Approvals. (a) Each Sellers will, and will cause its appropriate Affiliates to, and Buyer will, use, in each case, its best efforts to obtain any authorizations, consents, orders and approvals of Newcoany Governmental Authority necessary for the performance of its respective obligations pursuant to this Agreement and any of the other transaction documents, Purchaser, REG and the Company shall use their respective commercially reasonable efforts to (i) make or cause to be made all filings required consummation of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby and by thereby, and will cooperate fully with each other in all reasonable respects in promptly seeking to obtain such authorizations, consents, orders and approvals. Neither Sellers nor Buyer will take any action that will have the Common Plan Agreementseffect of delaying, as appropriateimpairing or impeding the receipt of any required regulatory approvals. Without limiting the generality of the foregoing, as Sellers and Buyer will promptly as practicablefile or cause to be filed with the FTC and the DOJ, including seeking early termination, and, in any event, within ten (10) Business Days after Notification and Report Forms and documentary materials that substantially comply with the date provisions of this Agreement in the case of all filings required under the HSR H-S-R Act and within four the rules thereunder. Buyer shall pay all fees associated with the filing of any such Notification and Report Forms or related materials and information (4) weeks in other than the case fees and expenses of all other filings required by other Antitrust LawsBuyer's legal, (ii) comply at the earliest practicable date with any request under the HSR Act financial or other Antitrust Laws for additional information, documents, or other materials received by either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority professionals engaged to provide services in respect of such filings or such transactions, filing). Buyer and (iii) cooperate with each other in connection with Sellers will promptly file any such filing (including, to the extent permitted by applicable law, providing copies additional information requested as soon as practicable after receipt of all such documents to the non-filing parties prior to filing a request for additional information. Buyer and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall Sellers will use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any obtain early termination of the applicable law in connection with waiting period under the transactions contemplated by this AgreementH-S-R Act. Each such party shall promptly inform the other The parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. No party hereto shall independently participate in any formal meeting with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall consult will coordinate and cooperate with one another in connection with the matters described in this Section 6.4, including exchanging such information and providing such reasonable assistance as may be requested in connection with such filing. Sellers will supply Buyer with copies of all correspondence, filings or communications (or memoranda setting forth the substance thereof) between Sellers or its representatives, on the one hand, and the FTC, the DOJ or any analysesother Governmental Authority or members of their respective staffs, appearanceson the other hand, presentations, memoranda, briefs, arguments, opinions and proposals made with respect to this Agreement or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust Lawstransactions contemplated hereby.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG Acquiror and the Company shall use their respective commercially reasonable efforts to (i) make or cause to be made all filings required of each of them or any of and their respective Subsidiaries or Affiliates under the HSR Act or other Antitrust Laws with respect will cooperate and use all reasonable best efforts to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicablepossible, including seeking early termination, and, but in any event, within ten no event more than thirty (1030) Business Days days after the date of this Agreement Agreement, prepare and file the appropriate regulatory applications to effect and obtain all Requisite Regulatory Approvals, and the parties will comply with the terms of such Requisite Regulatory Approvals. Each of Acquiror and the Company will have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable Legal Requirements relating to the exchange of information, with respect to all public, non-confidential substantive written information submitted to any Regulatory Authority in connection with the Requisite Regulatory Approvals. In exercising the foregoing right, each of the parties will act reasonably and as promptly as practicable. Each party agrees that it will consult with the other party with respect to obtaining all permits, consents, approvals and authorizations of all filings required under Regulatory Authorities necessary or advisable to consummate the HSR Act Contemplated Transactions, and within four (4) weeks in each party will keep the case of all other filings required by other Antitrust Laws, (ii) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division party apprised of the U.S. Department status of Justice (material matters relating to completion of the “Antitrust Division”) Contemplated Transactions. Acquiror and the Company will, upon request, furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or any other Governmental Authority in respect of such filings or such transactions, and (iii) cooperate with each other advisable in connection with any such filing (includingfiling, to the extent permitted by applicable law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions notice or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. No party hereto shall independently participate in any formal meeting with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall consult and cooperate with one another in connection with the matters described in this Section 6.4, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of such other party or any party hereto relating of its Subsidiaries with or to proceedings under any Regulatory Authority in connection with the HSR Act Contemplated Transactions. Notwithstanding anything to the contrary, including the covenants set forth in Sections 7.1 and 7.3, nothing in this Agreement shall require Acquiror to grant any consent, make any undertaking, agree to any concession, make any payment, take (or other Antitrust Lawsrefrain from taking) any action, or commit to do any of the foregoing, to obtain any Requisite Regulatory Approval, or to enable, facilitate or permit the Company to obtain any Requisite Regulatory Approval, if such consent, undertaking, concession or action is materially adverse to Acquiror.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG Buyer and the Company shall Sellers will use their respective commercially reasonable efforts to (i) make or cause to be made all filings filings, if any, required of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, practicable and, in any event, within ten (10) Business Days after the date of this Agreement in the case of all filings required under the HSR Act and within four (4) two weeks in the case of all other filings required by other Antitrust Laws, (ii) reasonably comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, documents or other materials received by either each of them or any of their respective Subsidiaries or Affiliates subsidiaries from the U.S. Federal Trade Commission (the “FTC”), the Antitrust Division of the U.S. United States Department of Justice (the “Antitrust Division”) or any other Governmental Authority in respect of such filings or such transactions, and (iii) reasonably cooperate with each other in connection with any such filing (including, but in no event shall either party be required to the extent permitted by applicable law, providing provide copies of all such any documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewithparties) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall Party will use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law Legal Requirement in connection with the transactions contemplated by this Agreement, except for any such information that is confidential, privileged, proprietary or is the subject of any restrictions on disclosure. Each such party shall Party will promptly inform the other parties hereto of any oral communication with, and provide copies of written communications withfrom, any Governmental Authority regarding any such filings or any such transaction and permit transaction, except for any such information that is confidential, privileged, proprietary or is the other party to review in advance subject of any proposed communication by such party to any Governmental Authorityrestrictions on disclosure. No party Party hereto shall will independently participate in any formal meeting with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable LawLegal Requirement, the parties hereto shall Parties will use commercially reasonable efforts to consult and cooperate with one another in connection with the matters described in this Section 6.4, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust Laws. Sellers and Buyer may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 7.4 as “outside counsel only.” Such materials and the information contained therein will be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient, unless express written permission is obtained in advance from the source of the materials (Sellers or Buyer, as the case may be).

Regulatory Approvals. (a) Each Without limiting the generality of NewcoSection 6.1, Purchasereach Purchaser shall use its reasonable best efforts to prepare and file on behalf of it and any of its subsidiaries or Affiliates, REG and, to the extent necessary, the Company shall use its reasonable best efforts to prepare and file on behalf of it or any Company Subsidiary or Affiliate, all documentation to effect all necessary notices, reports and other filings and to obtain all permits, consents, approvals and authorizations necessary or advisable to be obtained from any third parties and/or Governmental Authorities in order to consummate the Transaction, and the Company shall use their respective commercially reasonable efforts to (i) make or cause to reasonably cooperate with Purchasers in connection with the foregoing; and any initial filings with Governmental Authorities shall be made by Purchasers as soon as reasonably practicable after the date hereof. TBW shall seek to obtain reasonable assurances from the OTS that Regulation W would not materially restrict existing dealings between TBW and Colonial Bank (“Regulation W Determination”). Subject to applicable laws relating to the exchange of information, Purchasers and the Company shall have the right to review in advance, and to the extent practicable each shall consult with the other on, all filings required of material written information submitted to any third party and/or any Governmental Authority in connection with the Transaction. In exercising the foregoing right, each of them or any of their respective Subsidiaries or Affiliates under the HSR Act or parties agrees to act reasonably and as promptly as practicable. Each party hereto agrees that it shall to the extent legally permissible and practicable consult with the other Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, and, in any event, within ten (10) Business Days after the date of this Agreement in the case obtaining of all filings required under the HSR Act material permits, consents, approvals and within four (4) weeks in the case authorizations of all other filings required by other Antitrust Laws, (ii) comply at third parties and/or Governmental Authorities necessary or advisable to consummate the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority in respect of such filings or such transactions, Transaction and (iii) cooperate with each other in connection with any such filing (including, party shall to the extent permitted by applicable law, providing legally permissible and practicable keep the other party apprised of the status of material matters relating to completion of the Transaction (including to the extent legally permissible and practicable (i) promptly furnishing the other with copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation notices or other inquiry of communications received by Purchasers or the Company, as the case may be, from any of the FTC, the Antitrust Division or other third party and/or Governmental Authority under any Antitrust Laws with respect to the Transaction and the establishment of any such filing bank or any such transaction. Newco shall be responsible thrift holding company for all filing fees purposes of the Transaction, and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law in connection with the transactions as otherwise contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. No party hereto shall independently participate in any formal meeting with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting Agreement and, to the extent permitted by law, and (ii) providing descriptions of any oral communications from such Governmental Authoritypersons). Each party agrees, upon request, to furnish the opportunity other party with all information concerning itself, its subsidiaries, directors, officers and stockholders or shareholders, as applicable, other than any information concerning each party’s officers, principals, directors and stockholders or shareholders the disclosing party reasonably determines to attend and/or participate. Subject to applicable Lawbe confidential, the parties hereto shall consult and cooperate with one another in connection with the such other matters described in this Section 6.4, including as may be reasonably necessary or advisable in connection with any analysesfiling, appearances, presentations, memoranda, briefs, arguments, opinions and proposals notice or application made or submitted by or on behalf of such other party to any third party hereto relating to proceedings under the HSR Act or other Antitrust Lawsand/or Governmental Authority.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG and the Company shall use their respective commercially reasonable efforts to The Parties will (i) make or cause to be made all filings required of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as reasonably promptly as practicable, including seeking early termination, and, in any event, within ten (10) Business Days after following the date of this Agreement hereof, provided, however, that in no event shall the case of all Parties make or cause to be made any filings required under the HSR Act and within four (4) weeks in the case of all other filings required by or other Antitrust LawsLaws prior to January 4, 2016, (ii) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by either each of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. United States Department of Justice (the “Antitrust Division”) Division or any other Governmental Authority Body in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable lawLaw, providing copies of all such documents to the non-filing parties Parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Authority Body under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall Party will use commercially its reasonable best efforts to furnish to each other Party all information required for any application or other filing to be made pursuant to any applicable law Law in connection with the transactions contemplated by this Agreement. Each such party shall Party will promptly inform the other parties hereto Parties of any substantive oral communication with, and provide copies of substantive written communications with, any Governmental Authority Body regarding any such filings or any such transaction and permit the other party to review in advance any proposed communication by such party to any Governmental Authoritytransaction. No party hereto shall Party will independently participate in any formal meeting with any Governmental Authority Body in respect of any such filings, investigation, or other inquiry without giving the other parties hereto Parties prior notice of the meeting and, to the extent permitted by such Governmental AuthorityBody, the opportunity to attend and/or and participate. Subject to applicable Law, the parties hereto shall Parties will consult and cooperate with one another in connection with the matters described in this Section 6.4, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto Party relating to proceedings under the HSR Act or other Antitrust Laws.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG Azoff Management and the Company MSG Parties shall use their respective commercially reasonable efforts to (ia) make or cause to be made all filings required of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, practicable and, in any event, within ten (10) Business Days days after the date of this Agreement in the case of all filings required under the HSR Act and within four (4) weeks in the case of all other filings required by other Antitrust LawsAct, (iib) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by either each of them or any of their respective Subsidiaries subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Government Antitrust Authority in respect of such filings or such transactions, and (iiic) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable lawLaw, providing copies of drafts of all such documents prepared filings to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Government Antitrust Division or other Governmental Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use its commercially reasonable efforts to furnish to each other all information requested by the other party that is reasonably required for any application or other filing to be made pursuant to any applicable law Law in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Government Authority regarding any such filings or any such transaction and permit the other party to review in advance any proposed communication by such party to any Governmental Authoritytransaction. No party hereto shall independently participate in any formal meeting with any Governmental Government Authority in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Government Authority, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall will consult and cooperate with one another in connection with the matters described in this Section 6.4, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto or its Affiliates relating to proceedings under the HSR Act Act, other Antitrust Laws or other Antitrust Lawsapplicable Law. Any party may, if it reasonably deems it advisable and necessary, designate any competitively sensitive material provided to the other parties under this Section 8.4 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG The Company and the Company Parent shall use their respective commercially reasonable efforts to (i) make or cause to be made all filings required of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreementsfile, as appropriate, soon as promptly as practicable, including seeking early termination, and, in any event, within ten (10) Business Days practicable after the date of this Agreement in Agreement, all notices, reports and other documents required to be filed with any Governmental Body with respect to the case Merger and the other transactions contemplated by this Agreement, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of all filings the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications required under the HSR Act in connection with the Merger. The Company and within four Parent shall respond as promptly as practicable to (4i) weeks in any inquiries or requests received from the case Federal Trade Commission or the Department of all other filings required by other Antitrust Laws, Justice for additional information or documentation and (ii) comply at any inquiries or requests received from any state attorney general or other Governmental Body in connection with antitrust or related matters. Each of the earliest practicable date Company and Parent shall (1) give the other party prompt notice of the commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger or any of the other transactions contemplated by this Agreement, (2) keep the other party informed as to the status of any such Legal Proceeding, and (3) promptly inform the other party of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the Merger. The Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any request analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating to the HSR Act or any other Antitrust Laws for additional informationfederal or state antitrust or fair trade law. In addition, documentsexcept as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or other materials received by either of them or any of their respective Subsidiaries or Affiliates from relating to the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each of the Company and Parent agrees to permit authorized Representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Authority in respect of such filings or such transactions, and (iii) cooperate with each other Body in connection with any such filing (including, to the extent permitted by applicable law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. No party hereto shall independently participate in any formal meeting with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall consult and cooperate with one another in connection with the matters described in this Section 6.4, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust LawsLegal Proceeding.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG Parent and where applicable the Company shall use their respective commercially reasonable efforts to (i) make or cause to be made all the registrations, declarations and filings required of each of them or any of their respective Subsidiaries or Affiliates such party under the HSR Act or and any other Antitrust Laws Law listed in Schedule 7.4 (“Antitrust Filings”) with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, this Agreement as promptly as practicable, including seeking early termination, and, in any event, within ten (10) Business Days reasonably practicable and advisable after the date of this Agreement (but in no event later than five (5) Business Days from the case execution of all this Agreement), and any filing fees associated therewith shall be paid by Parent and such initial filings required from Parent and the Company shall request early termination of any applicable waiting period under the HSR Act and within four (4) weeks in the case of all other filings required by other Antitrust LawsAct, (ii) comply at the earliest practicable date with agree not to extend any request waiting period under the HSR Act or enter into any agreement with any Governmental Body not to consummate the transaction contemplated by this Agreement, except with the prior written consent of the other Antitrust Laws party not to be unreasonably withheld, conditioned or delayed, (iii) subject to applicable Law, furnish to the other party as promptly as reasonably practicable all information required for additional information, documents, any application or other materials filing to be made by the other party pursuant to any applicable Law in connection with the transactions contemplated by this Agreement, (iv) respond as promptly as reasonably practicable to any inquiries received by either of them from, and supply as promptly as reasonably practicable any additional information or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”)documentation that may be requested by, the Antitrust Division of the U.S. Department of Justice (the “DOJ”), the Federal Trade Commission (“FTC”), or by any other Governmental Body in respect of such Antitrust Division”Filings, this Agreement, or the transactions contemplated hereby, (v) promptly notify the other party of any material communication between that party and the FTC, the DOJ, or any other Governmental Authority Body in respect of such filings any Antitrust Filings or such transactionsinvestigation, inquiry or other Proceeding relating to this Agreement, the transactions contemplated hereby and (iii) cooperate with each other of any material communication received or given in connection with any such filing Proceeding by a private party relating to the transactions contemplated hereby, (includingvi) subject to applicable Law, discuss with and permit the other party (and its counsel) to review in advance, and consider in good faith the other party’s reasonable comments in connection with, any Antitrust Filing or communication to the FTC, the DOJ, or any other Governmental Body or, in connection with any Proceeding by a private party to any other Person, relating to any Antitrust Filing or investigation, inquiry or other Proceeding relating to this Agreement, or the transactions contemplated hereby, (vii) not participate or agree to participate in any substantive meeting, telephone call or discussion with the FTC, the DOJ, or any other Governmental Body in respect of any Antitrust Filing, investigation or inquiry relating to this Agreement, or the transactions contemplated hereby unless it consults with the other party in advance and, to the extent permitted by such Governmental Body, gives the other party the opportunity to attend and participate in such meeting, telephone call or discussion, (viii) subject to applicable lawLaw, providing furnish the other party promptly with copies of all such documents correspondence, filings and communications between them and their Affiliates on the one hand, and the FTC, the DOJ, or any other Governmental Body or members of their respective staffs on the other hand, with respect to any Antitrust Filing, investigation, inquiry, or Proceeding relating to this Agreement, or the non-filing parties prior to filing transactions contemplated hereby and considering all reasonable additions, deletions or changes suggested (ix) act in good faith and reasonably cooperate with the other party in connection therewith) with any Antitrust Filings and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division such agency or other Governmental Authority Body under the HSR Act or any other Antitrust Laws Law with respect to any such filing Antitrust Filing, this Agreement or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. No party hereto shall independently participate in any formal meeting with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall consult and cooperate with one another in connection with the matters described in this Section 6.4, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust Lawshereby.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG and the Company shall use their respective commercially reasonable efforts to Purchaser shall: (i) make as promptly as practicable but in no event later than the tenth (10th) day following the date hereof, take all actions necessary to file or cause to be made all filed the filings required of each of them it or any of their respective Subsidiaries or its Affiliates under any applicable Antitrust Laws in connection with this Agreement and the transactions contemplated hereby; (ii) use reasonable best efforts to take all actions necessary to obtain the required antitrust clearance under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriateAct, as promptly as practicable, including seeking early termination, and, and in any event, within ten event prior to the End Date; (10iii) Business Days after the date of this Agreement in the case of all filings required under the HSR Act and within four (4) weeks in the case of all other filings required by other Antitrust Laws, (ii) comply use reasonable best efforts to at the earliest practicable date comply with (or properly reduce the scope of) any formal or informal request under the HSR Act or other Antitrust Laws for additional information, documents, information or other materials documentary material received by either of them it or any of their respective Subsidiaries or its Affiliates from the U.S. Federal Trade Commission any applicable Antitrust Authority; and (“FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”iv) or any other Governmental Authority in respect of such filings or such transactionsconsult and reasonably cooperate with Seller, and (iii) cooperate with each other consider in connection with any such filing (includinggood faith the views of Seller, to the extent permitted by applicable law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. No party hereto shall independently participate in any formal meeting with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall consult and cooperate with one another in connection with the matters described in this Section 6.4, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and opinions, proposals or other written communications made or submitted by or on behalf of any party hereto Party in connection with proceedings under or relating to any applicable Antitrust Laws. Seller shall (x) as promptly as practicable but in no event later than the tenth (10th) day following the date hereof, take all actions necessary to file or cause to be filed the filings required of it or any of its Affiliates under any applicable Antitrust Laws in connection with this Agreement and the transactions contemplated hereby; and (y) consult and reasonably cooperate with Purchaser, and consider in good faith the views of Purchaser, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, proposals or other written communications made or submitted by or on behalf of any Party in connection with proceedings under the HSR Act or other relating to any applicable Antitrust Laws. Each of the Parties will promptly notify the other Party of any written communication made to or received by such Party from any applicable Antitrust Authority regarding any of the transactions contemplated hereby. Neither Party will participate in any substantive meeting or discussion with any such applicable Antitrust Authority in respect of any filing, investigation or inquiry concerning this Agreement or the transactions contemplated hereby unless it consults with the other Party in advance and, to the extent permitted by such applicable Antitrust Authority, gives the other Party the opportunity to attend, and each Party will furnish the other Party with copies of all correspondence, filings and written communications between them and their Affiliates and their respective Representatives on one hand and any such applicable Antitrust Authority or its respective staff on the other hand, with respect to this Agreement and the transactions contemplated hereby.

Regulatory Approvals. (a) Without limiting the generality of Section 6.3, as soon as reasonably practicable (and in any event within ten(10) Business Days) following the date hereof, each of Parent and the Company shall file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby (including the Offer and the Merger) as required by the HSR Act, as well as comparable pre-merger notification filings, forms and submissions with any foreign Governmental Authority that is required by other applicable Antitrust Laws, in each case as Parent may reasonably determine. Each of Newco, Purchaser, REG Parent and the Company shall use their respective commercially reasonable best efforts to promptly (i) make cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information or documents that may be required in order to effectuate such filings, and (iii) comply with any request for additional information made by the FTC, the DOJ or the competition or merger control authorities of any other jurisdiction. Each party hereto shall promptly inform the other party or parties hereto, as the case may be, of any communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement (including the Offer and the Merger). If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Authority with respect to the transactions contemplated by this Agreement (including the Offer and the Merger), then such party shall use reasonable best efforts to make, or cause to be made all filings required of each of them made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. Neither Parent nor the Company shall commit or any of agree (or permit their respective Subsidiaries or Affiliates to commit or agree) with any Governmental Authority to stay, toll or extend any applicable waiting period under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, and, in any event, within ten (10) Business Days after the date of this Agreement in the case of all filings required under the HSR Act and within four (4) weeks in the case of all other filings required by other applicable Antitrust Laws, (ii) comply at without the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division prior written consent of the U.S. Department of Justice other (the “Antitrust Division”) or any other Governmental Authority in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing consent not to be made pursuant to any applicable law in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filings unreasonably withheld or any such transaction and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. No party hereto shall independently participate in any formal meeting with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall consult and cooperate with one another in connection with the matters described in this Section 6.4, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust Lawsdelayed).

Regulatory Approvals. (a) Each As promptly as practicable after the date of Newcothis Agreement, Purchaser, REG Parent and the Company shall each prepare and file the notification required of it under the HSR Act within 10 Business Days after the date hereof in connection with the Transactions and shall promptly and in good faith respond to all information requested of it by the U.S. Federal Trade Commission, U.S. Department of Justice or any other Governmental Entity in connection with such notification and otherwise cooperate in good faith with each other and such Governmental Entities. Each Party will promptly furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any filing or submission that is necessary under the HSR Act and will use their respective commercially reasonable best efforts to (i) make cause the expiration or cause termination of the applicable waiting periods as soon as practicable. Each Party will promptly furnish to be made all filings required the other such information and assistance as the other may reasonably request in connection with its preparation of each of them any filing or any of their respective Subsidiaries or Affiliates submission that is necessary under the HSR Act or any other Antitrust Laws and will use reasonable best efforts to cause the expiration or termination of the applicable waiting periods or obtain the applicable approvals as soon as practicable. Each Party will promptly provide the other with copies of all substantive written communications (and memoranda setting forth the substance of all substantive oral communications) between each of them, any of their Affiliates and their respective agents, representatives and advisors, on the one hand, and any Governmental Entity, on the other hand, with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, and, in any event, within ten (10) Business Days after the date of this Agreement in or the case Transactions. Without limiting the foregoing, Parent and the Company shall: (i) promptly inform the other of all filings required under the HSR Act and within four (4) weeks in the case of all other filings required by other Antitrust Laws, (ii) comply at the earliest practicable date with any request under the HSR Act communication to or other Antitrust Laws for additional information, documents, or other materials received by either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”)Commission, the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority in respect of such filings or such transactions, and Entity regarding the Transactions; (iiiii) cooperate with permit each other in connection with any such filing (including, to the extent permitted by applicable law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction and permit the other party to review in advance any proposed substantive written communication by such party to any such Governmental Authority. No party hereto shall independently Entity and incorporate reasonable comments thereto; (iii) give the other prompt written notice of the commencement of any Legal Proceeding with respect to such transactions; (iv) not agree to participate in any formal substantive meeting or discussion with any such Governmental Authority Entity in respect of any such filingsfiling, investigationinvestigation or inquiry concerning this Agreement or the Transactions unless, or other inquiry without giving to the extent reasonably practicable, it consults with the other parties hereto prior notice of the meeting Party in advance and, to the extent permitted by such Governmental AuthorityEntity, gives the other Party the opportunity to attend and/or participateattend; (v) keep the other reasonably informed as to the status of any such Legal Proceeding; and (vi) promptly furnish each other with copies of all correspondence, filings (except for filings made under the HSR Act) and written communications between such Party and their Affiliates and their respective agents, representatives and advisors, on one hand, and any such Governmental Entity, on the other hand, in each case, with respect to this Agreement and the Transactions. Subject Each of the Company Transaction Costs and Parent Transaction Costs shall include fifty percent (50%) of any filing fees required by Governmental Entities, including with respect to applicable Lawany registrations, the parties hereto shall consult declarations and cooperate with one another filings required in connection with the matters described in execution and delivery of this Section 6.4Agreement, the performance of the obligations hereunder and the consummation of the Transactions, including filing fees in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings filings under the HSR Act or other Antitrust LawsAct.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG Party shall (and the Company shall use each cause their respective commercially Affiliates to) use reasonable best efforts to make, give or obtain all regulatory approvals required in connection with the Transactions, which shall include to: (i) make or cause to be made all the filings required of each of them such Party or any of their respective Subsidiaries or its Affiliates under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriatethis Agreement, as promptly as practicable, including seeking early termination, and, and in any event, event within ten (10) Business Days after the date of this Agreement in the case of all filings required under the HSR Act and within four (4) weeks in the case of all other filings required by other Antitrust Laws, Agreement; (ii) comply at the earliest practicable date with make all required filings or applications necessary to obtain any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by either of them or any of their respective Subsidiaries or Affiliates consents required to be obtained from the U.S. Federal Trade Commission NYPSC in connection with the Second Closing (the “FTCNYPSC Approval”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority in respect of such filings or such transactions, and (iii) cooperate with each the other Party (or Parties) and furnish all information in such Party’s possession that is necessary in connection with any such filing other Party’s (including, or Parties’) filings; (iv) use reasonable best efforts to cause the extent permitted by applicable law, providing copies expiration or termination of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings applicable waiting periods under the HSR Act and all responses with respect to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law in connection with the transactions contemplated by this Agreement. Each such party Agreement and obtain the NYPSC Approval, in each case, as soon as possible; provided that no filing shall be made in respect of the NYPSC Approval prior to the First Closing; (v) promptly inform the other parties hereto Party (or Parties) of the occurrence and contents of any oral communication withfrom, and promptly provide to the other Party (or Parties) copies of any substantive written communications withfrom, any Governmental Authority regarding any such filings or any such transaction and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. No party hereto shall independently participate in any formal meeting with any Governmental Authority in respect of any such filingsrequired regulatory approvals, investigation, or other inquiry without giving and permit the other parties hereto prior notice Party (or Parties) to review in advance, and consider in good faith the comments of the meeting andother Party (or Parties) regarding, to the extent permitted any proposed substantive communication by such Party to any Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall ; (vi) consult and cooperate with one another in connection with the matters described in this Section 6.4, including other Party (or Parties) in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, arguments and opinions and proposals to be made or submitted by or on behalf of any party hereto relating to proceedings Party in connection with any required regulatory approvals, and all related meetings and Actions; (vii) comply promptly and fully, as practicable and advisable, with any requests received by such Party or any of its Affiliates under the HSR Act or in connection with the pursuit of the NYPSC Approval for additional information, documents or other Antitrust Lawsmaterials; (viii) use reasonable best efforts to resolve any objections as may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement under any antitrust or competition Law; (ix) use reasonable best efforts to contest and resist any Action instituted (or threatened in writing to be instituted) by any Governmental Authority challenging the transactions contemplated by this Agreement as being in violation of any antitrust or competition Law; (x) request expedited and, as appropriate, confidential treatment of any such filings; and (xi) subject to Section 6.4(a)(xi) of the Buyer Disclosure Schedule, cooperate in good faith with all Governmental Authorities and not take any action or enter into any agreement that would reasonably be expected to delay, adversely impact, hinder or prevent obtaining any required approvals under the HSR Act. All filing fees in connection with filings under the HSR Act shall be borne as provided in Section 10.11(a). Buyer shall prepare or cause to be prepared any market concentration report or analysis in connection with obtaining the NYPSC Approval and the payment of any fees and costs for such report or analysis shall be borne as provided in Section 10.11(a). No Party shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry, unless it consults with the other Party (or Parties) in advance and, to the extent permitted by such Governmental Authority, gives the other Party (or Parties) the opportunity to attend and participate at such meeting. Buyer shall not withdraw its HSR Act notification and report form nor enter into any agreement with any Governmental Authority to delay closing of the transactions contemplated hereby without the prior written consent of the Sellers.

Regulatory Approvals. (a) Each of NewcoBuyer and Seller shall each promptly apply for, Purchaserand take all reasonably necessary actions to obtain or make, REG as applicable, all Orders and the Company shall use their respective commercially reasonable efforts to (i) make Authorizations of, and all filings with, any Governmental Entity or cause other Person required to be obtained or made all filings required by it for the consummation of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, and, in any event, within ten (10) Business Days after the date of this Agreement in the case of all filings required under the HSR Act and within four (4) weeks in the case of all other filings required by other Antitrust Laws, (ii) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law in connection with the transactions contemplated by this Agreement. Each such party shall cooperate with and promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction and permit furnish information to the other party to review necessary in advance any proposed communication by such party to any Governmental Authority. No party hereto shall independently participate in any formal meeting connection with any Governmental Authority in respect of any requirements imposed upon such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall consult and cooperate with one another party in connection with the matters described consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. Without limiting the generality of the foregoing, if necessary, Buyer and Seller shall, as promptly as practicable after any party hereto determines that such filing shall be made, file with (i) the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”), the notification and report form required for the transactions contemplated hereby and any supplemental information requested in this Section 6.4connection therewith pursuant to the HSR Act, including which forms shall specifically request early termination of the waiting period prescribed by the HSR Act and (ii) any other Governmental Entity, any other filings (or where appropriate, draft submissions), reports, information and documentation required for the transactions contemplated hereby pursuant to any Other Antitrust Laws. Each of Seller and Buyer shall furnish to each other’s counsel such necessary information and reasonable assistance as the other may request in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf its preparation of any party hereto relating to proceedings filing or submission that is necessary under the HSR Act or other and any Other Antitrust Laws. Buyer and Seller shall each be responsible for one half of all filing and other similar fees payable in connection with filings under the HSR Act. Buyer and Seller shall bear all other filing fees and local counsel fees related to Other Antitrust Laws at their own expense.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG Acquiror and the Company shall use their respective commercially reasonable efforts to (i) make or cause to be made all filings required of each of them or any of and their respective Subsidiaries or Affiliates under will cooperate and use all reasonable best efforts to as promptly as possible prepare, but in no event later than thirty (30) days following the HSR Act or other Antitrust Laws date hereof, file, effect and obtain all Requisite Regulatory Approvals, and the parties will comply with the terms of such Requisite Regulatory Approvals. Each of Acquiror and the Company will have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable Legal Requirements relating to the exchange of information, with respect to all substantive written information submitted to any Regulatory Authority in connection with the transactions contemplated hereby Requisite Regulatory Approvals. In exercising the foregoing right, each of the parties will act reasonably and by the Common Plan Agreements, as appropriate, as promptly as practicable. Each party agrees that it will consult with the other party with respect to obtaining all permits, including seeking early terminationconsents, and, in any event, within ten (10) Business Days after the date of this Agreement in the case approvals and authorizations of all filings required under Regulatory Authorities necessary or advisable to consummate the HSR Act Contemplated Transactions, and within four (4) weeks in each party will keep the case of all other filings required by other Antitrust Laws, (ii) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division party apprised of the U.S. Department status of Justice (material matters relating to completion of the “Antitrust Division”) Contemplated Transactions. Acquiror and the Company will, upon request, furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or any other Governmental Authority in respect of such filings or such transactions, and (iii) cooperate with each other advisable in connection with any filing, notice or application made by or on behalf of such filing other party or any of its Subsidiaries with or to any Regulatory Authority in connection with the Contemplated Transactions. Notwithstanding the foregoing or anything else in this Agreement, nothing shall require Acquiror to, and the Company and its Subsidiaries shall not, without the prior written consent of Acquiror, agree to, take any action or commit to take any action in connection with, or agree to any condition on, or request with respect to, any Requisite Regulatory Approval that would (a) materially and adversely affect the business, operations or financial condition of Acquiror (measured on a scale relative to Acquiror and its Subsidiaries, taken as a whole after giving effect to the Contemplated Transactions), (b) require Acquiror or any of its Subsidiaries to make any material covenants or commitments with a Regulatory Authority or other third party, or complete any divestitures, whether prior to or subsequent to the Closing, (c) result in a Material Adverse Effect on Acquiror and its Subsidiaries, taken as a whole after giving effect to the Contemplated Transactions or (d) restrict in any material respect or impose a material burden on Acquiror or any of its Subsidiaries (including, to after the extent permitted by applicable law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTCEffective Time, the Antitrust Division or other Governmental Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees Company and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law its Subsidiaries) in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform hereby or with respect to the other parties hereto business or operation of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filings Acquiror or any such transaction of its Subsidiaries (including, after the Effective Time, the Company and permit the other party its Subsidiaries) (for purposes of clause (d), materiality shall be measured on a scale relative to review in advance any proposed communication by such party to any Governmental Authority. No party hereto shall independently participate in any formal meeting with any Governmental Authority in respect of any such filingsAcquiror and its Subsidiaries, investigation, or other inquiry without taken as a whole after giving the other parties hereto prior notice of the meeting and, effect to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall consult and cooperate with one another in connection with the matters described in this Section 6.4, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust LawsContemplated Transactions) (a “Burdensome Condition””).

Regulatory Approvals. Each party shall use all reasonable efforts to file or otherwise submit, as soon as practicable after the date of this Agreement, all notices, applications, reports and other documents required to be filed by such party with or otherwise submitted by such party to any Governmental Body with respect to the Transaction, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and file (a) Each the notification and report forms required to be filed under the HSR Act, (b) any notification or other document required to be filed in connection with the Transaction under any applicable foreign Legal Requirement relating to antitrust or competition matters, and (c) all applications necessary to obtain all required Governmental Authorizations under Gaming Laws. Also without limiting the generality of Newcothe foregoing, Purchaser, REG and the Company and Parent shall use their respective commercially all reasonable efforts to (i) make take all reasonable action necessary to ensure that no state takeover statute or cause similar statute or regulation is or becomes applicable to be made all filings required of each of them any Contemplated Transaction or this Agreement and (ii) if any of their respective Subsidiaries state takeover statute or Affiliates under the HSR Act similar statute or other Antitrust Laws with respect regulation becomes applicable to the transactions contemplated hereby and by Transaction or this Agreement, take all reasonable action necessary to ensure that the Common Plan Agreements, as appropriate, Transaction may be consummated as promptly as practicable, including seeking early termination, and, in any event, within ten (10) Business Days after practicable on the date of terms contemplated by this Agreement in and otherwise to minimize the case effect of all filings required under the HSR Act such statute or regulation thereon. The Company and within four Parent shall respond as promptly as practicable to: (4A) weeks in the case of all other filings required by other Antitrust Laws, (ii) comply at the earliest practicable date with any request under the HSR Act inquiries or other Antitrust Laws for additional information, documents, or other materials requests received by either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), or the Antitrust Division of the U.S. Department of Justice for additional information or documentation; and (the “Antitrust Division”B) any inquiries or requests received from any state attorney general, foreign antitrust or competition authority or other Governmental Authority in respect of such filings or such transactions, and (iii) cooperate with each other Body in connection with any such filing (including, to antitrust or competition matters. At the extent permitted by applicable law, providing copies request of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTCParent, the Antitrust Division Company shall agree to divest, sell, dispose of, hold separate or otherwise take or commit to take any other Governmental Authority under any Antitrust Laws action with respect to any such filing of the businesses, product lines or assets of the Acquired Corporations, provided that any such transaction. Newco shall be responsible for all filing fees and expenses associated with action is conditioned upon the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto consummation of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. No party hereto shall independently participate in any formal meeting with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall consult and cooperate with one another in connection with the matters described in this Section 6.4, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust Laws.Merger I.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG Parent and the Company shall use their respective commercially its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate in doing, all things necessary, proper or advisable under applicable Law to consummate and make effective the transactions contemplated by this Agreement as promptly as reasonably practicably and in any event prior to the End Date, including to (i) make or cause obtain any regulatory approvals needed pursuant to be made all filings required of each of them or any of their respective Subsidiaries or Affiliates under applicable Antitrust Laws, including the HSR Act or other (collectively, the “Antitrust Laws Filings”), with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, this Agreement as promptly as practicable, including seeking early termination, and, in any event, within ten (10) Business Days reasonably practicable and advisable after the date of this Agreement (but in no event file the case of all filings required Notification and Report Form under the HSR Act later than five (5) Business Days after the execution of this Agreement), and within four (4) weeks in any filing fees associated therewith shall be paid by Parent and such initial filings from Parent and the case Company shall request early termination of all other filings required by other Antitrust Lawsany applicable waiting period under the HSR Act, (ii) comply at subject to applicable Law, furnish to the earliest other party as promptly as reasonably practicable date with all information required for any request under the HSR Act application or other Antitrust Laws filing to be made by the other party pursuant to any applicable Law in connection with the transactions contemplated by this Agreement, (iii) respond as promptly as reasonably practicable to any formal or informal additional requests for additional information, documentsincluding requests for production of documents and production of witnesses for interviews or depositions received from, and supply as promptly as reasonably practicable any additional information or other materials received by either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”)documentation that may be requested by, the Antitrust Division of the U.S. Department of Justice (the “Antitrust DivisionDOJ”), the Federal Trade Commission (“FTC”) or any other Governmental Authority Body in respect of such filings Antitrust Filings, this Agreement or such transactionsthe transactions contemplated hereby, (iv) promptly notify the other party of any material communication between that party and (iii) cooperate with each the FTC, the DOJ or any other Governmental Body in respect of any Antitrust Filings or any inquiry or Proceeding relating to this Agreement or the transactions contemplated hereby and of any material communication received or given in connection with any such filing Proceeding by a private party relating to the transactions contemplated hereby, (includingv) as permitted by applicable Law and by the applicable Government Body, discuss with and permit the other party (and its counsel) to review in advance, and consider in good faith the other party’s reasonable comments in connection with, any Antitrust Filing or communication to the FTC, the DOJ or any other Governmental Body or, in connection with any Proceeding by a private party to any other Person, relating to any Antitrust Filing or inquiry or Proceeding relating to this Agreement, or the transactions contemplated hereby, (vi) not participate or agree to participate in any material meeting, telephone call or discussion with the FTC, the DOJ or any other Governmental Body in respect of any Antitrust Filing, investigation or inquiry relating to this Agreement or the transactions contemplated hereby unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Body, gives the other party the opportunity to attend and participate in such meeting, telephone call or discussion, (vii) as permitted by applicable lawLaw and by the applicable Governmental Body, providing furnish the other party promptly with copies of all such documents material correspondence, filings and communications between them and their Affiliates on the one hand, and the FTC, the DOJ or any other Governmental Body or members of their respective staffs on the other hand, with respect to any Antitrust Filing, inquiry or Proceeding relating to the non-filing parties prior to filing effect of an Antitrust Law on this Agreement or the transactions contemplated hereby, (viii) if any Governmental Body initiates oral communication regarding Antitrust Laws, promptly notify the other party of the substance of such communication and considering all reasonable additions, deletions or changes suggested (ix) act in good faith and reasonably cooperate with the other party in connection therewith) with any Antitrust Filings and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division such agency or other Governmental Authority Body under the HSR Act or any other Antitrust Laws Law with respect to any such filing Antitrust Filing, this Agreement or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law in connection with the transactions contemplated by this Agreementhereby. Each such party shall promptly inform The parties may, as they deem advisable and necessary, designate any competitively sensitive materials provided to the other parties hereto under this Section 7.4 as “outside counsel only.” Such materials and the information contained therein shall be given only to outside counsel and previously-agreed outside economic consultants of any oral communication with, the recipient and provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction and permit the other party to review in advance any proposed communication will not be disclosed by such party outside counsel or outside economic consultants to any Governmental Authority. No party hereto shall independently participate in any formal meeting with any Governmental Authority in respect of any such filingsemployees, investigationofficers, or other inquiry without giving the other parties hereto prior notice directors of the meeting and, to recipient without advance written consent of the extent permitted by party providing such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall consult and cooperate with one another in connection with the matters described in this Section 6.4, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust Lawsmaterials.

Regulatory Approvals. Each party hereto shall cooperate and prepare and file as soon as practicable, but in any event within fifteen (a15) Each days of Newcothe date of this Agreement, Purchaserall necessary documentation to effect all necessary applications, REG notices, petitions, filings and other documents, and obtain all permits, licenses, and other governmental authorizations, consents and approvals necessary or advisable to obtain the Company shall Required Regulatory Approvals. The parties further agree to use their respective commercially reasonable best efforts to (i) to take any action, make any undertaking or cause receive any clearance or approval required by any Governmental Authority or applicable Law, including those specified in Sections 9.3(a) and 9.3(b) and (ii) to be made satisfy any conditions imposed by any Governmental Authority in all filings required final and nonappealable Governmental Orders. Each of the parties shall respond as promptly as practicable to any inquiries or requests received from any Governmental Authority for additional information or documentation. Each of the parties shall use reasonable best efforts to avoid or eliminate each and every impediment under any antitrust, competition, or trade or telecom regulation Law (including the Communications Act of them or any of their respective Subsidiaries or Affiliates under 1934, the HSR Act or other Antitrust Laws Act, if applicable, and the Exon-Xxxxxx Amendment) that may be asserted by any Governmental Authority with respect to the transactions contemplated hereby by this Agreement so as to enable the Closing Date to occur as soon as reasonably possible. The steps involved in the preceding sentence shall include proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the Common Plan Agreementssale, divestiture or disposition of such assets or businesses of Parent or its Affiliates (including their respective Subsidiaries) or agreeing to such limitations on its or their conduct or actions as appropriate, as promptly as practicable, including seeking early termination, may be required in order to obtain the Required Regulatory Approvals and, in any eventif applicable, within ten (10) Business Days after the date of this Agreement in the case of all filings required approvals under the HSR Act and within four (4) weeks in as soon as reasonably possible, to avoid the case of all other filings required by other Antitrust Lawsentry of, (ii) comply at or to effect the earliest practicable date with dissolution of, any request under the HSR Act injunction, temporary restraining order or other Antitrust Laws for additional informationorder in any suit or proceeding, documents, which would otherwise have the effect of preventing or other materials received by either of them or any of their respective Subsidiaries or Affiliates from delaying the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority in respect of such filings or such transactionsClosing Date, and (iii) cooperate with each other in connection with any such filing (includingdefending through litigation on the merits, to the extent permitted by applicable law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications withincluding appeals, any Governmental Authority regarding any such filings or any such transaction and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. No party hereto shall independently participate claim asserted in any formal meeting with court by any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall consult and cooperate with one another in connection with the matters described in this Section 6.4, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust Lawsparty.

Regulatory Approvals. (a) Each Notwithstanding anything to the contrary contained in this Agreement, each Party will (and, in the case of NewcoParent, Purchasercause each of its Subsidiaries and Affiliates (collectively, REG the “Parent Group”) to) use its best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws and regulations to consummate the Merger and the Company shall use their respective commercially reasonable efforts other transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each Party hereto agrees to (i) make as promptly as practicable and in any event within seven (7) Business Days after the date hereof, file or cause to be made filed any and all required notifications, applications and other filings required of with respect to each of them or the Healthcare Regulatory Approvals, and to supply as promptly as reasonably practicable any additional information and documentary material that may be requested in connection with obtaining the Healthcare Regulatory Approvals and to cooperate in all respects with each other in connection in connection with obtaining the Healthcare Regulatory Approvals and (ii) make an appropriate filing of their respective Subsidiaries or Affiliates under a Notification and Report Form pursuant to the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements(each, as appropriate, an “HSR Filing”) as promptly as practicable and in any event within five (5) Business Days after the date hereof, and to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to take any and all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Parent shall provide to the Company copies of all documents that must be submitted to the FTC, including seeking early terminationthe DOJ or any other Governmental Entity in connection with Parent’s HSR Filing, promptly (and, in any event, within ten one (101) Business Days Day) after the date of this Agreement in the case of all filings required under the HSR Act and within four (4) weeks in the case of all other filings required by other Antitrust Laws, (ii) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filing (includingdocuments are identified; provided that, to the extent permitted by applicable lawappropriate, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall may be responsible for all filing fees and expenses associated shared with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. No party hereto shall independently participate in any formal meeting with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall consult and cooperate with one another in connection with the matters described in this Section 6.4, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or Company on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust Lawsan outside counsel basis only.

Regulatory Approvals. (a) Without limiting the generality of Section 6.3, as soon as reasonably practicable (and in any event within ten (10) Business Days) following the date hereof, each of Parent and the Company shall file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby (including the Offer and the Merger) as required by the HSR Act, and Parent shall file comparable pre-merger notification filings, forms and submissions with any Governmental Authority that is required by the Antitrust Laws of the Specified Jurisdiction. Each of Newco, Purchaser, REG Parent and the Company shall use their respective commercially reasonable best efforts to promptly (i) make cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information or documents that may be required in order to effectuate such filings, and (iii) comply with any request for additional information made by the FTC, the DOJ or the competition or merger control authorities of any other jurisdiction. Each party hereto shall promptly inform the other party or parties hereto, as the case may be, of any communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement (including the Offer and the Merger). If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Authority with respect to the transactions contemplated by this Agreement (including the Offer and the Merger), then such party shall use reasonable best efforts to make, or cause to be made all filings required of each of them made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. Neither Parent nor the Company shall commit or any of agree (or permit their respective Subsidiaries or Affiliates to commit or agree) with any Governmental Authority to stay, toll or extend any applicable waiting period under the HSR Act or other applicable Antitrust Laws Laws, without the prior written consent of the other (such consent not to be unreasonably withheld or delayed). Parent shall have the right to direct, lead, and make final decisions regarding all communications with respect any Governmental Authority and strategy relating to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, and, in any event, within ten (10) Business Days after the date of this Agreement in the case of all filings required under the HSR Act and within four (4) weeks in the case of all other filings required by other Antitrust Laws, (ii) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law jurisdiction in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication withhereby consistent with its obligations hereunder, and provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction and permit the other party subject to review in advance any proposed communication by such party to any Governmental Authority. No party hereto shall independently participate in any formal meeting with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall consult and cooperate with one another in connection good faith consultation with the matters described in this Section 6.4, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust LawsCompany.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG and the Company shall use their respective commercially reasonable efforts to (i) make or cause to be made all filings required of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, and, in any event, within ten (10) Business Days after the date of this Agreement in the case of all filings required under the HSR Act and within four (4) weeks in the case of all other filings required by other Antitrust Laws, (ii) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority in respect of such filings or such transactions, and (iii) The Parties will cooperate with each other and use best efforts to promptly prepare all necessary documentation, to effect all necessary filings and to obtain all necessary permits, consents, waivers, approvals and authorizations of, the Bank Regulators and any other Governmental Entities necessary to consummate the transactions contemplated by this Agreement and MainSource will make all necessary filings in respect of the required Regulatory Approvals as promptly as practicable after the date hereof (provided that Cheviot Financial has timely provided all information requested in writing by MainSource or its counsel, within thirty (30) days after the date hereof). In no event shall MainSource be required to agree to any prohibition, limitation, or other requirement that would, individually or in the aggregate, (a) prohibit or materially limit the ownership or operation by MainSource or any MainSource Subsidiary of all or any material portion of the business or assets of Cheviot Financial or any Cheviot Financial Subsidiary, (b) compel MainSource or any MainSource Subsidiary to dispose of or hold separate all or any material portion of the business or assets of Cheviot Financial or any Cheviot Financial Subsidiary, (c) impose a material compliance burden, penalty or obligation on MainSource or any MainSource Subsidiary resulting from noncompliance by Cheviot Financial with its regulatory obligations; or (d) otherwise materially impair the value of Cheviot Financial and the Cheviot Financial Subsidiaries to MainSource and the MainSource Subsidiaries (any such requirement alone, or more than one such requirement together, a “Burdensome Condition”). The Parties will furnish each other and each other’s counsel with all information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as may be necessary or advisable in connection with any such filing (includingapplication, petition or any other statement or application made to any Bank Regulator or Governmental Entity in connection with the Merger, and the other transactions contemplated by this Agreement. Cheviot Financial shall have the right to review and comment on, and to the extent permitted by applicable law, providing copies of all such documents practicable to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection consult with resolving any investigation or other inquiry of any of the FTCMainSource on, the Antitrust Division or other Governmental Authority under information which appears in any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law in connection with the transactions contemplated by this AgreementAgreement with any Bank Regulator or any Governmental Entity. Each such party MainSource shall promptly inform give Cheviot Financial and its counsel the other parties hereto of any oral communication withopportunity to review and comment on, and provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. No party hereto shall independently participate in any formal meeting with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Authoritypracticable to consult with MainSource on, the each filing prior to its being filed with a Bank Regulator and shall give Cheviot Financial and its counsel copies of, and an opportunity to attend and/or participate. Subject review, if material, prior to applicable Lawtheir being filed with or sent to a Bank Regulator, the parties hereto shall consult any regulatory filings, amendments and cooperate with one another in connection with the matters described in this Section 6.4, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions supplements to such filings and proposals made or submitted by or on behalf of any party hereto relating all responses to proceedings under the HSR Act or other Antitrust Lawsrequests for additional information and replies to comments.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG and the Company shall use their respective commercially reasonable efforts to (i) make or cause to be made all filings required of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, and, in any event, within ten (10) Business Days after the date of this Agreement in the case of all filings required under the HSR Act and within four (4) weeks in the case of all other filings required by other Antitrust Laws, (ii) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each file, as soon as practicable after the date of this Agreement, all notices, reports and other all information documents required for any application or other filing to be made pursuant filed by such party with any Governmental Body or the American Stock Exchange with respect to the Merger and the other Contemplated Transactions, and to submit promptly any additional information requested by any such Governmental Body or the American Stock Exchange. Without limiting the generality of the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications required under the HSR Act and any applicable law foreign antitrust Legal Requirements or regulations (collectively, the “Antitrust Laws”) in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. No party hereto shall independently participate in any formal meeting with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participateMerger. Subject to applicable LawSection 5.8(b), the parties hereto shall consult Company and cooperate with one another Parent shall: (a) respond as promptly as practicable to: (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation; and (ii) any inquiries or requests received from any state attorney general, foreign antitrust authority or other Governmental Body in connection with antitrust or related matters; (b) use commercially reasonable efforts to take all other actions necessary to cause the matters described expiration or termination of the applicable waiting periods under the Antitrust Laws as soon as practicable; and (c) use commercially reasonable efforts to resolve any objections which may be asserted by any Governmental Body with respect to the Merger under the Antitrust Laws. Subject to Section 5.8(b), in this Section 6.4the event any Legal Proceeding is threatened or instituted by any Governmental Body challenging the Merger as violative of Antitrust Laws, including each of Parent and the Company shall use commercially reasonable efforts to avoid the institution of, or to resist or resolve, such Legal Proceeding. At the request of Parent, the Company shall agree to divest, sell, dispose of, hold separate or otherwise take or commit to take any action relating to the business, product lines or assets of any Acquired Company, provided that any such action is: (A) determined by Parent in connection good faith to facilitate compliance with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions Legal Requirement or any request by any Governmental Body; and proposals made or submitted by or on behalf (B) conditioned upon the consummation of any party hereto relating to proceedings under the HSR Act or other Antitrust LawsMerger.

Regulatory Approvals. (a) Each of NewcoThe parties shall cooperate with each other and, Purchasersubject to Section 6.1 and Section 6.4, REG and the Company shall use their respective commercially reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, and assist and cooperate with the other parties in doing, all things necessary, proper or advisable, subject to the limitations in this Section 6.7, to consummate and make effective, as soon as reasonably possible, the Mergers and the other transactions contemplated by this Agreement, including using reasonable best efforts to (i) make or cause to be made all filings required of each of them or any of their respective Subsidiaries or Affiliates under made, in consultation and cooperation with the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, and, practicable after the date Sun countersigns this Agreement (but in any event, within ten (10) no event later than 15 Business Days after the date Sun countersigns this Agreement, unless otherwise agreed by counsel for the parties), any filing with the United States Department of this Agreement in Justice (“DOJ”) and the case of all filings required under the HSR Act and within four (4) weeks in the case of all other filings required by other Antitrust Laws, (ii) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by either of them or any of their respective Subsidiaries or Affiliates from the U.S. United States Federal Trade Commission (“FTC”)) required under the HSR Act relating to the Mergers; (ii) prepare and file other necessary and advisable registrations, declarations, notices, petitions, applications and filings relating to the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any Mergers with other Governmental Authority in respect of such filings Entities under antitrust, competition, foreign direct investment, trade regulation or such transactions, and (iii) cooperate with each other in connection with any such filing similar Law (including, to the extent permitted by applicable lawif applicable, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Authority under any Antitrust Laws municipality with respect to any continuation of business licenses issued to Sun in Israel) as soon as reasonably practicable or where the ability to control timing of the registration, declaration, notice, petition, application or filing is not within the control of the submitting party, commence pre-submission consultation procedures for, any registrations, declarations, notices, petitions, applications and filings with such filing or Governmental Entities (and thereafter make any such transaction. Newco shall be responsible for all filing fees other required submissions and expenses associated with the required filings under the HSR Act and all responses respond as promptly as reasonably practicable to any request by the FTC, the Antitrust Division requests for additional information or documentary material); (iii) obtain all Consents or nonactions from any Governmental Entity or other Person which are required to be obtained under any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application antitrust, competition, foreign direct investment, trade regulation or other filing to be made pursuant to any applicable law similar Law in connection with the consummation of the Mergers and the other transactions contemplated hereby (collectively, the “Required Regulatory Approvals”); (iv) seek to avoid or prevent the initiation of any investigation, inquiry, claim, action, suit, arbitration, litigation or proceeding by or before any Governmental Entity challenging the Mergers or the consummation of the other transactions contemplated by this Agreement. Each such party shall promptly inform ; (v) with respect to Sun, submit to the IIA the IIA Notice and, with respect to Parent, submit to the IIA the Parent IIA Undertaking, and (vi) furnish to the other parties hereto of any oral communication withall assistance, cooperation and provide copies of written communications with, any Governmental Authority regarding information required for any such filings registration, declaration, notice or any such transaction filing in order to achieve the effects set forth in the foregoing sub-clauses (i) and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. No party hereto shall independently participate in any formal meeting with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall consult and cooperate with one another in connection with the matters described in this Section 6.4, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust Laws(v).

Regulatory Approvals. (a) Each of Newco, Purchaser, REG Buyer and the Company Sellers shall use their respective commercially reasonable efforts to (ia) make or cause to be made all filings required of each of them or any of their respective Subsidiaries subsidiaries or Affiliates under the HSR Act or other Antitrust Laws (as hereinafter defined) with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, herein as promptly as practicable, including seeking early termination, practicable and, in any event, within ten five (105) Business Days business days after the date of this Agreement in the case of all filings required under the HSR Act and within four two (42) weeks in the case of all other filings required by other Antitrust Laws, (iib) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by either each of them or any of their respective Subsidiaries subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority Entity in respect of such filings or such transactionsthe transactions contemplated herein, and (iiic) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable lawLaw, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Authority Entity under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authoritytransaction contemplated herein. Each such party shall use its commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law Law in connection with the transactions contemplated by this Agreementherein. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, with any Governmental Authority Entity regarding any such filings or any such transaction and permit the other party to review in advance any proposed communication by such party to any Governmental Authorityfilings. No party hereto shall independently participate in any formal meeting with any Governmental Authority Entity in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental AuthorityEntity, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall will consult and cooperate with one another in connection with the matters described in this Section 6.4, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust Laws. Any party may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other parties under this Section 4.3 or otherwise as “outside counsel only”. Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. Notwithstanding anything in this Agreement to the contrary, the parties understand and agree that the commercially reasonable efforts of any party hereto shall not be deemed to include (i) entering into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Entity in connection with the transactions contemplated hereby or (ii) divesting or otherwise holding separate (including by establishing a trust or otherwise), or taking any other action (or otherwise agreeing to do any of the foregoing) with respect to the Business, the Assets or the Additional Assets. All filing fees incurred pursuant to this Section 4.3 shall be borne by Buyer.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG VIST and Xxxxxxxx will cooperate with the Company shall other and use their respective commercially all reasonable efforts to (i) make or cause promptly prepare all necessary documentation, to be made effect all necessary filings required and to obtain all necessary permits, consents, waivers, approvals and authorizations of the SEC, the Bank Regulators and any other third parties and governmental bodies necessary to consummate the transactions contemplated by this Agreement. VIST and Xxxxxxxx will set up a schedule pursuant to which they will communicate with each of them or any of other, advise each other and their respective Subsidiaries or Affiliates under the HSR Act or other Antitrust Laws counsel about any significant developments with respect to the transactions contemplated hereby Merger and by furnish each other and each other’s counsel with all information concerning themselves, their subsidiaries, directors, officers and shareholders and such other matters as may be necessary or advisable in connection with the Common Plan AgreementsProxy Statement-Prospectus and any application, as appropriate, as promptly as practicable, including seeking early termination, and, in any event, within ten (10) Business Days after the date of this Agreement in the case of all filings required under the HSR Act and within four (4) weeks in the case of all other filings required by other Antitrust Laws, (ii) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) petition or any other Governmental Authority in respect statement or application made by or on behalf of such filings VIST and/or Xxxxxxxx to any Bank Regulatory or such transactions, and (iii) cooperate with each other governmental body in connection with any such filing (includingthe Merger, and the other transactions contemplated by this Agreement. VIST shall have the right to review and approve in advance all characterizations of the extent permitted by applicable law, providing copies of all such documents information relating to the non-filing parties prior to filing VIST and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTCVIST Subsidiaries, the Antitrust Division or other Governmental Authority under which appear in any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. No party hereto shall independently participate in any formal meeting Agreement with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice governmental body. For purposes of the meeting andpreceding sentence, to it is contemplated that the extent permitted by such Governmental Authority, parties and/or their respective counsel shall have a conference call not less than bi-weekly from the date of this Agreement until the Effective Time of the Merger. Xxxxxxxx shall give VIST and its counsel the opportunity to attend and/or participate. Subject review and comment on each filing prior to applicable Lawits being filed with a Bank Regulator and shall give VIST and its counsel the opportunity to review and comment on all regulatory filings, the parties hereto shall consult amendments and cooperate with one another in connection with the matters described in this Section 6.4supplements to such filings and all responses to requests for additional information and replies to comments prior to their being filed with, including in connection with any analysesor sent to, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust Lawsa Bank Regulator.

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

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

Regulatory Approvals. (a) Each of NewcoIf necessary, PurchaserParent, REG Purchaser and the Company Sellers shall use their respective commercially reasonable efforts to (i) make or cause to be made all filings required of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, practicable and, in any event, within ten (10) 10 Business Days after the date entry of this Agreement the Bidding Procedures Order in the case of all filings required under the HSR Act and within four (4) weeks in the case of all other filings required by other Antitrust Laws, (ii) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by either each of them or any of their respective Subsidiaries or Affiliates subsidiaries from the U.S. Federal Trade Commission (“the "FTC”"), the Antitrust Division of the U.S. United States Department of Justice (the “"Antitrust Division”") or any other Governmental Authority Body in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable lawLaw, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Authority Body under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law Law in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Authority Body regarding any such filings or any such transaction and permit the other party to review in advance any proposed communication by such party to any Governmental Authoritytransaction. No party hereto shall independently participate in any formal meeting with any Governmental Authority Body in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental AuthorityBody, the opportunity to attend and/or participate. Subject to applicable Lawlaw, the parties hereto shall will consult and cooperate with one another in connection with the matters described in this Section 6.4, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust Laws. Sellers and Purchaser may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 8.4 as "outside counsel only." Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials (Sellers or Purchaser, as the case may be).

Regulatory Approvals. (a) Each Parent shall promptly (and in no event later than September 7, 2018) execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of Newcoinformation, Purchaserif any, REG that may be required under the HSR Act) or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Authority, whether foreign, federal, state, local or municipal, which may be reasonably required in connection with the consummation of the Merger and the Company other transactions contemplated by this Agreement, any Parent Ancillary Agreement or any Merger Sub Ancillary Agreement. Parent shall use their respective commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees (i) make or cause to be made all including filing fees payable in connection with filings required of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act Act) payable by Parent with respect to such authorizations, approvals and consents. Parent shall promptly inform the Company of any material communication between Parent and any Governmental Authority regarding any of the transactions contemplated hereby. If Parent or other Antitrust Laws any Affiliate of Parent receives any formal or informal request for supplemental information or documentary material from any Governmental Authority with respect to the transactions contemplated hereby and by the Common Plan Agreementshereby, then Parent shall make, or cause to be made, as appropriate, soon as promptly as reasonably practicable, including seeking early termination, anda response in compliance with such request. Parent shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. In addition, whether or not the Merger is consummated, Parent shall pay all reasonable out-of-pocket fees and expenses related to Company’s response to any event, within ten (10) Business Days after the date of this Agreement in the case of all filings required requests by a Governmental Authority under the HSR Act and within four Act, or any other federal, state or foreign law, regulation or decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade (4) weeks in the case of all other filings required by other collectively “Antitrust Laws, (ii”) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by either of them or any of their respective Subsidiaries or Affiliates from information and documentary material relevant to the U.S. Federal Trade Commission proposed Merger (a “FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust DivisionSecond Request”) or any other Governmental information request from a Government Authority in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filing under Antitrust Laws (including, to the extent permitted by applicable lawwithout limitation, providing copies of all such documents to the non-filing parties prior to filing legal fees and considering all reasonable additionsexpenses, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTCconsultants, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application accountants, economists or other filing to be made pursuant to any applicable law in connection professionals hired at the request of or directly by Parent or its outside counsel). Parent shall either pay such costs and expenses directly or reimburse the Company within 30 calendar days after receipt of an invoice (with reasonable supporting documentation) for the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. No party hereto shall independently participate in any formal meeting with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall consult and cooperate with one another in connection with the matters described in this Section 6.4, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust Lawssame.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG Seller and the Company Acquiror shall use their respective commercially reasonable efforts to (i) make or cause to be made all filings required of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, Transaction as promptly as practicable, including seeking early termination, practicable and, in any event, within ten (10) Business Days days after the date of this Agreement in the case of all filings required under the HSR Act and within four (4) weeks in the case of all other filings required by other Antitrust LawsAct, (ii) use commercially reasonable efforts to comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by either each of them or any of their respective Subsidiaries subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority Government Antitrust Entity in respect of such filings or such transactionsthe Transaction, and (iii) use commercially reasonable efforts to cooperate with each other in connection with any such filing (including, to the extent permitted by applicable lawLaw, providing copies of drafts of all such documents prepared filings to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Authority Government Antitrust Entity under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use its commercially reasonable efforts to furnish to each other all information requested by the other party that is reasonably required for any application or other filing to be made pursuant to any applicable law Law in connection with the transactions contemplated by this AgreementTransaction. Each such party shall promptly inform the other parties party hereto of any oral communication with, and provide copies of written communications with, any Governmental Authority Government Entity regarding any such filings or any such transaction and permit the other party to review in advance any proposed communication by such party to any Governmental Authoritytransaction. No party hereto shall independently participate in any formal meeting with any Governmental Authority Government Entity in respect of any such filings, investigation, or other inquiry without giving the other parties party hereto prior notice of the meeting and, to the extent permitted by such Governmental AuthorityGovernment Entity, the opportunity to attend and/or and participate. Subject to applicable Law, the parties hereto shall will consult and cooperate with one another in connection with the matters described in this Section 6.4, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act Act, other Antitrust Laws or other Antitrust Lawsapplicable Law. Any party may, if it reasonably deems it advisable and necessary, designate any competitively sensitive material provided to the other parties under this Section 5.6 as outside counsel only. Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials.

Regulatory Approvals. (a) Each of NewcoParent, Purchaser, REG Purchaser and the Company shall use their respective commercially reasonable efforts to (i) make or cause to be made all filings required of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, practicable and, in any event, within ten (10) Business Days after the date of this Agreement in the case of all filings required under the HSR Act and within four (4) weeks in the case of all other filings required by other Antitrust LawsAct, (ii) comply subject to the other provisions of this Section 7.3, comply, at the earliest practicable date date, with any request under the HSR Act or other Antitrust Laws for additional information, documents, documents or other materials received by either each of them or any of their respective Subsidiaries or Affiliates subsidiaries from the U.S. Federal Trade Commission (the “FTC”), the Antitrust Division of the U.S. United States Department of Justice (the “Antitrust Division”) or any other Governmental Authority Body in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable lawLaw, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Authority Body under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law Law in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Authority Body regarding any such filings or any such transaction and permit the other party to review in advance any proposed communication by such party to any Governmental Authoritytransaction. No party hereto shall independently participate in any formal meeting with any Governmental Authority Body in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental AuthorityBody, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall will consult and cooperate with one another in connection with the matters described in this Section 6.4, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust Laws. The Company and Purchaser may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 7.3 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient, unless express written permission is obtained in advance from the source of the materials (the Company or Purchaser, as the case may be).

Regulatory Approvals. (a) Each In addition to the obligations of Newcothe parties -------------------- set forth in the preceding section, Purchaser, REG and the Company and Parent shall use their respective commercially all reasonable efforts to (i) make or cause to be made all filings required of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreementsfile, as appropriate, soon as promptly as practicable, including seeking early termination, and, in any event, within ten (10) Business Days practicable after the date of this Agreement in Agreement, all notices, reports and other documents required to be filed with any Governmental Body with respect to the case Merger and the other transactions contemplated by this Agreement, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of all filings the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications, if any, required under the HSR Act in connection with the Merger. The Company and within four Parent shall respond as promptly as practicable to (4i) weeks any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general or other Governmental Body in connection with antitrust or related matters. Each of the case Company and Parent shall (i) give the other party prompt notice of all the commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger or any of the other filings required transactions contemplated by other Antitrust Lawsthis Agreement, (ii) comply at keep the earliest practicable date with other party informed as to the status of any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority in respect of such filings or such transactionsLegal Proceeding, and (iii) promptly inform the other party of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the Merger. The Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law. In addition, except as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each of the Company and Parent agrees to permit authorized Representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such filing (including, to the extent permitted by applicable law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. No party hereto shall independently participate in any formal meeting with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall consult and cooperate with one another in connection with the matters described in this Section 6.4, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust LawsLegal Proceeding.

Regulatory Approvals. (a) Each of NewcoThe Debtor will, Purchaserand will -------------------- cause its appropriate Affiliates to, REG and the Company shall use their respective commercially Purchaser will, and will cause its appropriate Affiliates to, use, in each case, reasonable efforts to (i) make obtain any authorizations, consents, orders and approvals of any Governmental Authority necessary for the performance of its respective obligations under this Agreement and any of the other transaction documents, and the consummation of the transactions contemplated by this Agreement and by the other transaction documents and will cooperate fully with each other in all reasonable respects in promptly seeking to obtain such authorizations, consents, orders and approvals. Neither the Debtor nor the Purchaser will take any action that will have the effect of delaying, impairing or impeding the receipt of any required regulatory approvals. Without limiting the generality of the foregoing, the Debtor, the Purchaser and their respective ultimate parent entities will promptly file or cause to be made filed with the FTC and the DOJ, Notification and Report Forms and documentary materials which substantially comply with the provisions of the H-S-R Act and the rules thereunder. The Debtor will pay (or will reimburse the Purchaser for) all filings required fees associated with the filing of each any such Notification and Report Forms or related materials and information (other than the fees and expenses of them or any of their respective Subsidiaries or Affiliates under the HSR Act Purchaser's legal, financial or other Antitrust Laws with professionals engaged to provide services in respect to of such filing). The Purchaser and the transactions contemplated hereby and by the Common Plan Agreements, Debtor will promptly file any additional information requested as appropriate, soon as promptly as practicable, including seeking early termination, and, in any event, within ten (10) Business Days practicable after the date receipt of this Agreement in the case of all filings required under the HSR Act and within four (4) weeks in the case of all other filings required by other Antitrust Laws, (ii) comply at the earliest practicable date with any a request under the HSR Act or other Antitrust Laws for additional information. The Purchaser and the Debtor will use reasonable efforts to obtain early termination of the applicable waiting period under the H-S-R Act. The parties to this Agreement will coordinate and cooperate with one another in exchanging such information and providing such reasonable assistance as may be requested in connection with such filing. The Debtor will supply the Purchaser with copies of all correspondence, documentsfilings or communications (or memoranda setting forth the substance thereof) between the Debtor or its representatives, or other materials received by either of them or any of their respective Subsidiaries or Affiliates from on the U.S. Federal Trade Commission (“one hand, and the FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) DOJ or any other Governmental Authority in respect or members of such filings or such transactionstheir respective staffs, and (iii) cooperate with each on the other in connection with any such filing (includinghand, to the extent permitted by applicable law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Authority under any Antitrust Laws with respect to any such filing this Agreement or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. No party hereto shall independently participate in any formal meeting with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall consult and cooperate with one another in connection with the matters described in this Section 6.4, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust Laws.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG Parent and the Company shall use have made their respective commercially reasonable efforts to filings under the HSR Act and shall (i) make or cause to be made all additional filings required of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act or all filings under other Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, and, in any event, within ten (10) Business Days after the date of this Agreement in the case of all filings required under the HSR Act and within four (4) weeks in the case of all other filings required by other Antitrust Laws, (ii) comply subject to the other provisions of this Section 7.3, comply, at the earliest practicable date date, with any request under the HSR Act or other Antitrust Laws for additional information, documents, documents or other materials received by either each of them or any of their respective Subsidiaries or Affiliates subsidiaries from the U.S. Federal Trade Commission (the “FTC”), the Antitrust Division of the U.S. United States Department of Justice (the “Antitrust Division”) or any other Governmental Authority Body in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable lawLaw, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Authority Body under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law Law in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Authority Body regarding any such filings or any such transaction and permit the other party to review in advance any proposed communication by such party to any Governmental Authoritytransaction. No party hereto shall independently participate in any formal meeting with any Governmental Authority Body in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental AuthorityBody, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall will consult and cooperate with one another in connection with the matters described in this Section 6.4, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust Laws. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 7.3 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient, unless express written permission is obtained in advance from the source of the materials (the Company or Parent, as the case may be).

Regulatory Approvals. (a) Each of NewcoIf necessary, Purchaser, REG Purchaser and the Company Sellers shall use their respective commercially reasonable efforts to (ia) make or cause to be made all filings required of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, practicable and, in any event, within ten five (105) Business Days after the date of this Agreement in the case of all filings required under the HSR Act and within four five (45) weeks Business Days in the case of all other filings required by other Antitrust Laws, (iib) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by either each of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (the “FTC”), the Antitrust Division Antitrust Division of the U.S. United States Department of Justice (the “Antitrust Division Antitrust Division”) or any other Governmental Authority Body in respect of such filings or such transactions, and (iiic) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable law, providing copies of all such documents to the non-filing parties Parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Authority Body under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party Party shall use commercially reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law in connection with the transactions contemplated by this Agreement. Each such party Party shall promptly inform the other parties hereto Parties of any oral communication with, and provide copies of written communications with, any Governmental Authority Body regarding any such filings or any such transaction and permit the other party to review in advance any proposed communication by such party to any Governmental Authoritytransaction. No party Party hereto shall independently participate in any formal meeting with any Governmental Authority Body in respect of any such filings, investigation, or other inquiry without giving the other parties hereto Parties prior notice of the meeting and, to the extent permitted by such Governmental AuthorityBody, the opportunity to attend and/or participate. Subject to applicable Lawlaw, the parties hereto shall Parties will consult and cooperate with one another in connection with the matters described in this Section 6.4, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto Party relating to proceedings under the HSR Act or other Antitrust Laws. Sellers and Purchaser may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 8.4 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, 31 officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials (Sellers or Purchaser, as the case may be).

Regulatory Approvals. (a) Each To the extent required to comply with the HSR Act, as soon as reasonably practicable following execution of Newcothis Agreement (but in any event prior to thirty (30) days following the execution and delivery of this Agreement), Purchaser, REG each of the Purchaser and the Company Sellers shall use their respective commercially reasonable efforts to (i) make or cause to be made all filings required of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby and hereby, with the fees for all such filings being paid by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, and, in any event, within ten (10) Business Days after the date of this Agreement in the case of all filings required under the HSR Act and within four (4) weeks in the case of all other filings required by other Antitrust LawsPurchaser, (ii) comply at the earliest practicable date with any request under the HSR Act Act, the Sxxxxxx Act, as amended, the Cxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other United States federal or state or foreign statutes, rules, regulations, orders, decrees, administrative or judicial doctrines or other Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws Laws”) for additional information, documents, or other materials received by either each of them or any of their respective Subsidiaries or Affiliates subsidiaries from the U.S. Federal Trade Commission (“the "FTC”"), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”"DOJ") or any other Governmental Authority Body in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable lawLaw, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division DOJ or other Governmental Authority Body under any Antitrust Laws with respect to any such filing or any such transaction. Newco ; provided, however, that no party hereto shall be responsible for all filing fees required to provide any other party with copies of confidential documents or information included in its filings and expenses associated with the required filings submissions under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication withAct, and provide copies of written communications withprovided, any Governmental Authority regarding further, that a party hereto may request entry into a joint defense agreement as a condition to providing any such filings or any such transaction materials and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. No party hereto shall independently participate in any formal meeting with any Governmental Authority in respect that, upon receipt of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Lawthat request, the parties hereto shall consult work in good faith to enter into a joint defense agreement to create and cooperate with one another preserve attorney-client privilege in connection with a form and substance mutually acceptable to the matters described in this Section 6.4, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust Lawsparties.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG Parent and the Company shall use their respective commercially reasonable efforts to (i) make will file or cause to be made all filings required of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, and, in any eventfiled, within ten (10) Business Days after from the date of this Agreement in the case of hereof, all filings required under the HSR Act and within four (4) weeks in the case of all other filings required by other Antitrust Laws, (ii) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses required filings under other Applicable Legal Requirements set forth on Section 7.02 of the Company Disclosure Letter, which Parent, in consultation with the Company, has reasonably determined in good faith to any request by be necessary or appropriate to consummate the FTCTransactions (collectively, the “Regulatory Filings”), will consult and cooperate with each other in the preparation of such filings, and will promptly inform each other of any material communication received by such Party from any Antitrust Division Authority regarding the Transactions. Each Party will promptly furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any filing or submission that is necessary under the HSR Act and will use reasonable best efforts to cause the expiration or termination of the applicable waiting periods as soon as practicable, including by requesting early termination of the HSR waiting period. Neither Parent nor the Company will, and each will use reasonable best efforts to cause their respective Affiliates not to, directly or indirectly take any action, including, directly or indirectly, acquiring or investing in any Person or acquiring, leasing or licensing any assets, or agreement to do any of the foregoing, if doing so would reasonably be expected to impose any material delay in the obtaining of, or significantly increase the risk of not obtaining, any required approval under the HSR Act. Each Party will promptly provide the other with copies of all substantive written communications (and memoranda setting forth the substance of all substantive oral communications) between each of them, any of their Subsidiaries and their respective agents, representatives and advisors, on the one hand, and any Governmental Entity, on the other hand, with respect to this Agreement or the Transactions. Without limiting the foregoing, Parent and the Company will: (a) promptly inform the other of any communication to or from the U.S. Federal Trade Commission, the U.S. Department of Justice or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to Entity regarding the Transactions; (b) permit each other all information required for any application or other filing to be made pursuant to any applicable law in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction and permit the other party to review in advance any proposed substantive written communication by such party to any such Governmental Authority. No party hereto shall independently Entity and incorporate reasonable comments thereto; (c) give the other prompt written notice of the commencement of any Legal Proceeding with respect to such transactions; (d) not agree to participate in any formal substantive meeting or discussion with any such Governmental Authority Entity in respect of any such filingsfiling, investigationinvestigation or inquiry concerning this Agreement or the Transactions unless, or other inquiry without giving to the extent reasonably practicable, it consults with the other parties hereto prior notice of the meeting Party in advance and, to the extent permitted by such Governmental AuthorityEntity, gives the other Party the opportunity to attend and/or participateattend; (e) keep the other reasonably informed as to the status of any such Legal Proceeding; and (f) promptly furnish each other with copies of all correspondence, filings (except for filings made under the HSR Act) and written communications between such Party and their Subsidiaries and their respective agents, representatives and advisors, on one hand, and any such Governmental Entity, on the other hand, in each case, with respect to this Agreement and the Transactions; provided, however, that materials required to be supplied pursuant to this Section 7.02 may be redacted (i) to remove references concerning the valuation of the Company, (ii) as necessary to comply with contractual arrangements, (iii) as necessary to comply with Applicable Legal Requirements, and (iv) as necessary to address reasonable privilege or confidentiality concerns; provided, further, a Party may reasonably designate any competitively sensitive material provided to another party under this Section 7.02 as “Outside Counsel Only”, in which case such materials, as well as the information contained therein, will be provided only to a receiving party’s outside and in-house counsel (and mutually-acknowledged outside consultants) and not disclosed by such counsel (or consultants) to any employees, officers, or directors of the receiving party without the advance written consent of the party supply such materials or information. Subject Parent, on the one hand, and the Company, on the other hand, will each pay fifty percent (50%) of any filing fees required by Governmental Entities, including with respect to applicable Lawany registrations, the parties hereto shall consult declarations and cooperate with one another filings required in connection with the matters described in execution and delivery of this Section 6.4Agreement, the performance of the obligations hereunder and the consummation of the Transactions, including filing fees in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings filings under the HSR Act or other Antitrust LawsAct.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG the Company and the Company Stockholder (if necessary) shall use their respective commercially reasonable efforts to (i) make or cause to be made all filings required of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, practicable and, in any event, within ten (10) 20 Business Days after the date of this Agreement in the case of all filings required under the HSR Act and within four (4) weeks in the case of all other filings required by other Antitrust Laws, (ii) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by either each of them or any of their respective Subsidiaries subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority Body in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Authority Body under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable its best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Authority Body regarding any such filings or any such transaction and permit the other party to review in advance any proposed communication by such party to any Governmental Authoritytransaction. No party hereto shall independently participate in any formal meeting with any Governmental Authority Body in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental AuthorityBody, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall will consult and cooperate with one another in connection with the matters described in this Section 6.4, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust Laws. Any party may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other parties under this Section 8.4 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials.

Regulatory Approvals. (1) Notwithstanding any other provision of this Agreement, each of the Parent and the Purchaser and the Company shall, and shall cause each of their respective affiliates to, use its reasonable best efforts to promptly and expeditiously take all steps in order to permit the Closing to occur as soon as reasonably practicable and in any event prior to the Outside Date and to obtain the Regulatory Approvals as promptly as practicable including: (a) Each as soon as reasonably practicable following the date hereof or such other period of Newco, Purchaser, REG and the Company shall use their respective commercially reasonable efforts time as may be agreed to (i) make or cause to be made all filings required of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan AgreementsParties, filing all required and advisable filings or notifications necessary to commence the regulatory review processes in connection with the Required Regulatory Approvals; (b) promptly providing as appropriate, expeditiously as promptly as practicable, including seeking early termination, and, in any event, within ten (10) Business Days after the date of this Agreement in the case of possible all filings required under the HSR Act and within four (4) weeks in the case of all other filings required by other Antitrust Laws, (ii) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documentsdocuments and data to Governmental Entities as may be requested, required or other materials received by either of them ordered pursuant to statutory and non-statutory requests for information, supplemental information requests, second requests and any court orders in connection with the Required Regulatory Approvals; (c) not withdrawing any filings or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority notifications in respect of such filings the Required Regulatory Approvals or such transactions, and (iii) cooperate with each other in connection with agreeing to extend any such filing (including, to waiting periods or review periods without the extent permitted by applicable law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any written consent of the FTCother Parties; (d) responding to and defending all interim, injunctive or substantive proceedings on the Antitrust Division or other Governmental Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTCmerits, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required including appeals, for any application interim, interlocutory or other filing to be made pursuant to any applicable law in connection with permanent order, judgment or injunction which would have the effect of delaying, preventing or prohibiting the consummation of, the transactions contemplated by this Agreement. Each such party shall promptly inform Agreement or that could reasonably be expected to increase the other parties hereto difficulty of any oral communication withobtaining, or the length of time required to obtain, the Regulatory Approvals, and provide copies pursuing all available appeals and interventions; and (e) in the case of written communications withthe Parent and the Purchaser, any Governmental Authority regarding any such filings proposing, negotiating, accepting, agreeing to, committing to and/or effecting, by consent agreement, consent decree, undertakings, commitments or any such transaction and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. No party hereto shall independently participate in any formal meeting otherwise with any Governmental Authority in respect Entity, the sale, licence, divestiture or disposition of any such filingsof the assets, investigationentities, properties, businesses, contracts and licences to be acquired by them pursuant to this Agreement, or of any of their pre-existing assets, entities, properties, businesses, contracts and licences, or any behavioural or other inquiry without giving the other parties hereto prior notice remedy or measures imposing conditions, restraints or limitations on any of the meeting andassets, properties, businesses, contracts and licences referred to above, so as to allow the Regulatory Approvals to occur prior to the extent permitted by such Governmental AuthorityOutside Date (each a “Divestiture Action”); provided, the opportunity to attend and/or participate. Subject to applicable Lawhowever, the parties hereto shall consult and cooperate with one another in connection with the matters described that notwithstanding anything in this Section 6.44.5 or otherwise in this Agreement, including in connection with any analysesno event shall the Parent or the Purchaser be required to commit to or take a Divestiture Action, appearancesother than a Divestiture Action that, presentationsindividually or in the aggregate, memorandawould not reasonably be expected to have a Material Adverse Effect (excluding, briefsfor purposes of the foregoing, argumentssubsections (h) and (i) of the definition of “Material Adverse Effect” in Section 1.1) as measured on the Parent, opinions the Purchaser and proposals made or submitted by or the Company taken on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust Lawsa combined and aggregate basis.

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

Regulatory Approvals. (a) Each of NewcoIf necessary, PurchaserPurchasers, REG the Purchaser Designees and the Company shall use their respective commercially reasonable efforts to (i) make or cause to be made all filings required of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, Transactions as promptly as practicable, including seeking early termination, practicable and, in any event, within ten (10) Business Days after the date of this Agreement in the case of all filings required under the HSR Act and within four (4) weeks in the case of all other filings required by other Antitrust Laws, (ii) use commercially reasonable efforts to comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by either each of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (the “FTC”), the Antitrust Division of the U.S. United States Department of Justice (the “Antitrust Division”) or any other Governmental Authority Body in respect of such filings or such transactionsTransactions, and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable lawLaw, providing copies of all such documents to the non-filing parties Parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Authority Body under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental AuthorityTransactions. Each such party Party shall use commercially reasonable efforts to furnish to each other all such necessary information required for and assistance as such other Party and its Affiliates may reasonably request in connection with their preparation of any application or other filing to be made pursuant to any applicable law Law in connection with the transactions contemplated by this AgreementTransactions. Each such party Party shall promptly inform the other parties hereto Parties of any oral communication with, and provide copies of written communications with, any Governmental Authority Body regarding any such filings or any such transaction and permit the other party to review in advance any proposed communication by such party to any Governmental AuthorityTransactions. No party hereto Party shall independently participate in any formal meeting relating to the Antitrust Laws with any Governmental Authority Body in respect of any such filings, investigation, or other inquiry without giving the other parties hereto Parties prior notice of the meeting and, to the extent permitted by such Governmental AuthorityBody, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall Parties will consult and cooperate with one another in connection with the matters described in this Section 6.4, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto Party relating to proceedings under the HSR Act or other Antitrust LawsLaws and the Company shall consider in good faith the views of Purchaser Representative in connection with any proposed written communication to any Governmental Body relating to such matters.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG and the Company shall party will use their respective commercially its reasonable best efforts to file, as soon as practicable after the date of this Agreement, all notices, reports and other documents as may be required to be filed by such party with any Governmental Authority with respect to the transactions contemplated hereby, and to submit promptly any additional information requested by any such Governmental Authority. Each party will consult and cooperate with each other, and consider in good faith the view of one another, and use, and will cause its Subsidiaries to use, its 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 the transactions contemplated hereby and by the Transaction Agreements as promptly as reasonably practicable, including: (i) make or cause all filings (if any) and give all notices (if any) required by the states set forth on Exhibit I to be made all filings required of each of them and given by such party or any of their respective its Subsidiaries in connection with such transactions; (ii) use its reasonable best efforts to obtain each consent (if any) required to be obtained (pursuant to any Applicable Laws in the states set forth on Exhibit I or Affiliates under otherwise) by such party or any of its Subsidiaries in connection with the HSR Act transactions contemplated hereby and by the Transaction Agreements; and (iii) use its reasonable best efforts to lift (and oppose and defend against any legal proceeding seeking to impose) any restraint, injunction or other Antitrust Laws with respect legal bar to the transactions contemplated hereby and by the Common Plan Transaction Agreements or challenging any of the foregoing. Each of the parties will provide the other party with a copy of each proposed filing with or other submission to any Governmental Authority relating to the transactions contemplated hereby and by the Transaction Agreements, as appropriate, as promptly as practicable, including seeking early termination, and, in any event, within ten (10) Business Days after and will give the date of this Agreement in the case of all filings required under the HSR Act and within four (4) weeks in the case of all other filings required by other Antitrust Laws, (ii) comply at the earliest practicable date with any request under the HSR Act party a reasonable time prior to making such filing or other Antitrust Laws for additional information, documents, submission in which to review and comment on such proposed filing or other materials received by either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division submission. Each of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority in respect of such filings or such transactions, and (iii) parties will cooperate reasonably with each other in connection with any such the making of each filing (including, and promptly deliver to the extent permitted by applicable law, providing copies other a copy of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Authority under any Antitrust Laws with respect to any each such filing or any such transaction. Newco shall be responsible for all filing fees other submission made hereunder, each notice given and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction and permit the other party to review in advance any proposed communication by such party to any Governmental Authorityconsent obtained. No party hereto shall independently will agree to participate in any formal in-person meeting with any Governmental Authority in respect of any such filings, investigation, investigation or other inquiry without giving relating to the transactions contemplated hereby and by the Transaction Agreements, unless it consults with the other parties hereto prior notice of the meeting in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and/or participateand participate at such meeting. Subject No party may consent to applicable Law, the parties hereto shall consult and cooperate with one another in connection with the matters described in this Section 6.4, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf voluntary extension of any party hereto relating statutory deadline or waiting period or to proceedings under any voluntary delay of the HSR Act or transactions contemplated hereby and by the Transaction Agreements at the behest of any Governmental Authority without the consent of the other Antitrust Lawsparties to this Agreement.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG and the Company Parties shall use their respective commercially reasonable efforts cooperate with one another to prepare all necessary documentation (iincluding furnishing all information required) make or cause to be made all filings required of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act or other Antitrust Laws with respect to effect promptly all necessary filings and to obtain all consents, waivers and approvals necessary to consummate the transactions contemplated hereby and by the Common Plan Agreements, Merger as appropriate, as promptly as practicable, including seeking early termination, and, listed in any event, within ten (10Section 2.3(b) Business Days after the date of this Agreement in the case of all filings required under the HSR Act and within four (4) weeks in the case of all other filings required by other Antitrust Laws, (ii) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental AuthorityDisclosure Letter. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law in connection with the transactions contemplated by this Agreement. Each such party Party shall promptly inform the other parties hereto Parties of any oral communication with, and provide copies of written material communications with, with any Governmental Authority Antitrust Entity regarding any such filings or any such transaction and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. No party hereto shall independently participate in any formal meeting with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participateMerger. Subject to applicable LawLaw and the terms hereof, the parties hereto shall Parties will consult and cooperate with one another in connection with the matters described in this Section 6.4, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto Party relating to proceedings under the HSR Act and/or responding to requests or objections made by any Governmental Antitrust Entity. In connection with and without limiting the foregoing, but subject to the terms hereof, unless prohibited by applicable Law or by the applicable Governmental Antitrust Entity, the Parties hereto agree to (i) give each other reasonable advance notice of all meetings with any Governmental Antitrust Entity relating to this Agreement, (ii) permit counsel for both Parties to participate in any in-person meetings with the Governmental Antitrust Entity, if and to the extent permitted by that Authority, (iii) provide each other (or counsel of each Party, as appropriate) with copies of all written and summaries of all oral communications from any Governmental Antitrust Entity relating to this Agreement, (iv) provide each other (or counsel of each Party, as appropriate) with drafts of all proposed written communications with the Governmental Antitrust Entity and consider in good faith the comments of the other Party on such draft, and (v) otherwise keep the other Party reasonably apprised with respect to any communications and developments with any Governmental Antitrust Entity regarding this Agreement. Any such disclosures or provisions of information by one Party to the other may be made on a counsel-only basis to the extent required under applicable Law or as appropriate to protect confidential business information. Notwithstanding the foregoing, any materials furnished by Parent or the Company to the other party pursuant to this Section 4.1 may be redacted to remove references concerning the valuation of the Company or as Parent or the Company, as applicable, determines in good faith is necessary to comply with applicable Law or to address reasonable attorney-client or other Antitrust Lawsprivilege concerns. In addition to, and not in limitation of, the foregoing, a Party may request entry into a joint defense or similar agreement as a condition to providing disclosure or materials not provided to such Party pursuant to the two preceding sentences and that, upon receipt of that request, the Parties shall work in good faith to enter into a joint defense agreement or other similar arrangement to create and preserve attorney-client privilege or to address other concerns in order to provide such Party with such information in a form and substance mutually acceptable to the Parties.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG Seller and each of the Company Companies, as necessary, shall use their respective commercially reasonable efforts to (i) make or cause to be made all filings required of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act (and shall seek early termination of the applicable waiting period thereunder) or other Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, practicable and, in any event, within ten four (104) Business Days after the date of this Agreement in the case of all filings required under the HSR Act and within four (4) weeks in the case of all other filings required by other Antitrust LawsAct, (ii) comply at the earliest practicable date with any request under the 37 HSR Act Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other United States federal or other state or foreign Laws, Orders or administrative or judicial doctrines that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws Laws”) for additional information, documents, or other materials received by either each of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. United States Department of Justice (the “Antitrust Division”) or any other Governmental Authority Body in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable lawLaw, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Authority Body under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use its commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law Law in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Authority Body regarding any such filings or any such transaction and permit the other party to review in advance any proposed communication by such party to any Governmental Authoritytransaction. No party hereto Purchaser shall independently participate in any formal meeting with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, pay all filing fees related to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall consult and cooperate with one another in connection with the matters described in this Section 6.4, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings filings under the HSR Act or other Antitrust LawsAct.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG Purchaser and the Company Seller shall use their respective commercially reasonable efforts to (ia) make or cause to be made all filings required of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, and, in any event, within ten (10) Business Days after the date of this Agreement in the case of all filings required under the HSR Act and within four (4) weeks in the case of all other filings required by other Antitrust Laws, (iib) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by either each of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”)Commission, the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority Body in respect of such filings or such transactions, transactions and (iiic) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTCFederal Trade Commission, the Antitrust Division or other Governmental Authority Body under the HSR Act or any other Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use its commercially reasonable efforts to furnish to each other party all information required for any application or other filing to be made pursuant to any applicable law Law in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Authority Body regarding any such filings or any such transaction and permit the other party to review in advance any proposed communication by such party to any Governmental Authoritytransaction. No party hereto shall independently participate in any formal meeting with any Governmental Authority Body in respect of any such filings, investigation, investigation or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental AuthorityBody, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall will consult and cooperate with one another in connection with the matters described in this Section 6.4, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust Laws. Any party may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other parties under this Section 8.4 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. All HSR Act and similar foreign filing fees shall be borne equally by Purchaser and Seller.

Regulatory Approvals. (a) The Company and Parent shall use all reasonable efforts to file, as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed with any Governmental Body with respect to the Merger and the other transactions contemplated by this Agreement and each Related Agreement, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications, if any, required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), in connection with the Merger. The Company and Parent shall respond as promptly as practicable to (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general or other Governmental Body in connection with antitrust or related matters and shall otherwise use all reasonable efforts to resolve any objections to the transactions contemplated by this Agreement raised by any Governmental Body. Each of Newcothe Company and Parent shall (i) give the other party prompt notice of the commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger or any of the other transactions contemplated by this Agreement, Purchaser(ii) keep the other party informed as to the status of any Legal Proceeding, REG and (iii) promptly inform the other party of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the Merger. The Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating to the HSR Act of any other federal or state antitrust or fair trade law. In addition, except as may be prohibited by the HSR Act or any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or relating to any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each of the Company and Parent agrees to permit authorized Representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal Proceeding. In connection with the foregoing, if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement, each of Parent, the Merger Sub and the Company shall cooperate in all respects with each other and use their its respective commercially reasonable efforts to (i) make contest and resist any such action or cause proceeding and to be made all filings required of each of them have vacated, lifted, reversed or overturned any of their respective Subsidiaries or Affiliates under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreementsdecree, as appropriatejudgment, as promptly as practicable, including seeking early termination, and, in any event, within ten (10) Business Days after the date of this Agreement in the case of all filings required under the HSR Act and within four (4) weeks in the case of all other filings required by other Antitrust Laws, (ii) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documentsinjunction, or other materials received by either order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. No party hereto shall independently participate in any formal meeting with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall consult and cooperate with one another in connection with the matters described in this Section 6.4, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust Laws.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG and the Company The parties shall use their respective commercially reasonable efforts to (i) make or cause file for and obtain all necessary Regulatory Approvals within a reasonable time period. Unless otherwise required by law in the relevant jurisdiction, SCHERING shall have the sole right to obtain Regulatory Approvals, which shall be made held by and in the name of SCHERING, and SCHERING shall own all filings required submissions in connection therewith, provided that VERTEX shall have an irrevocable right of each of them or reference thereto, and provided further, that any of their respective Subsidiaries or Affiliates under the HSR Act or other Antitrust Laws Regulatory Approvals with respect to [***] in the transactions contemplated hereby United States shall be held by and by in the Common Plan Agreementsname of VERTEX until Product Launch of [***], as appropriatewhereupon they will be transferred to SCHERING or at its direction to an Affiliate of SCHERING, as promptly as practicable, including seeking early termination, and, in any event, within ten (10) Business Days after the date and SCHERING shall have an irrevocable right of reference thereto for purposes of this Agreement Agreement. All formulary or marketing approvals shall also be obtained by and in the case name of all filings required under the HSR Act and within four (4) weeks SCHERING or, with respect to [***] in the case United States, by and in the name of VERTEX, until Product Launch of [***], whereupon they will be transferred to SCHERING or at its direction to an Affiliate of SCHERING. In the Territory, other than in the United States with respect to [***], SCHERING will be the principal interface with and will otherwise handle all other filings required by other Antitrust Laws, (ii) comply at the earliest practicable date interactions with regulatory agencies concerning any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filing (Drug Product including, to the extent permitted by applicable lawlegally possible, providing copies of all being the sole contact with such documents agencies, subject to the non-filing parties prior rights of VERTEX under Section 3.6 hereof; and provided that VERTEX shall have the right to filing be represented at all meetings between representatives of the FDA and considering SCHERING, and between representatives of the EMEA and SCHERING, and shall be provided by SCHERING with prompt access to all reasonable additionsexchanges of correspondence with the FDA and the EMEA. VERTEX at the request of SCHERING will supply representatives to meet with regulatory agencies, deletions if necessary in view of the tasks assigned to VERTEX, to obtain or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry maintain Regulatory Approval of any Drug Product. Notwithstanding the foregoing, if [***] becomes a Drug Product Candidate, Regulatory Approvals shall continue to be obtained in the United States in the name of VERTEX, although SCHERING shall have an irrevocable right of reference thereto, and VERTEX will continue to act as the FTC, principal interface with the Antitrust Division or other Governmental Authority under any Antitrust Laws U.S. Food and Drug Administration with respect to any such filing [***] until Product Launch, at which time VERTEX shall assign all Regulatory Approvals to SCHERING or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses at its direction to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto an Affiliate of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. No party hereto shall independently participate in any formal meeting with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall consult and cooperate with one another in connection with the matters described in this Section 6.4, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust LawsSCHERING.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG and the Company The Parties shall use their respective commercially reasonable efforts to (i) to the extent required by any Governmental Authority, make or cause to be made all filings required of each of them or any of their respective Subsidiaries subsidiaries or Affiliates under the HSR Act or other Antitrust Laws requesting early termination of the waiting period thereunder with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, and, in any event, within ten (10) Business Days after the date of this Agreement in the case of all filings required under the HSR Act and within four (4) weeks in the case of all other filings required by other Antitrust Laws, (ii) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by either each of them or any of their respective Subsidiaries or Affiliates subsidiaries from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority in respect of such filings or such transactions, if any, and (iii) if applicable, cooperate with each other in connection with any such filing (including, to the extent permitted by applicable lawLaw or Regulation, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco If applicable, subject to Section 6.8(c), the Parties shall be responsible for use all filing fees and expenses associated with commercially reasonable efforts to cause the required filings expiration or termination of the applicable waiting period under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authorityas soon as practicable. Each such party Party shall use commercially its reasonable best efforts to furnish to each other Party all information required for any application or other filing to be made pursuant to any applicable law Law in connection with the transactions contemplated by this Agreement. Each such party Party shall promptly inform the other parties hereto Parties of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction and permit the other party to review in advance any proposed communication by such party to any Governmental Authoritytransaction. No party hereto Party shall independently participate in any formal meeting with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other parties hereto Parties prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall Parties will consult and cooperate with one another in connection with the matters described in this Section 6.4, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party Party hereto relating to any proceedings under the HSR Act Act. Sellers, the Partnership and Buyer may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.8 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of such Party and will not be disclosed by such outside counsel to employees, officers, or other Antitrust Lawsdirectors of such Party, unless express written permission is obtained in advance from the source of the materials.

Regulatory Approvals. (a) Each of NewcoIf necessary, Purchaser, REG Purchaser and the Company Sellers shall use their respective commercially reasonable efforts to (i) make or cause to be made all filings required of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, practicable and, in any event, within ten (10) Business Days after the date of this Agreement in the case of all filings required under the HSR Act and within four (4) weeks in the case of all other filings required or by other Antitrust Laws, (ii) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, documents or other materials received by either each of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (the “FTC”), the Antitrust Division of the U.S. United States Department of Justice (the “Antitrust Division”) ), or any other Governmental Authority Body in respect of such filings or such transactions, transactions and (iii) cooperate with each other in connection with any such filing (including, without limitation, to the extent permitted by applicable law, providing copies of all such documents to the non-filing parties Parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Authority Body under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party Party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law in connection with the transactions contemplated by this Agreement. Each such party Party shall promptly inform the other parties hereto Parties of any oral communication with, and provide copies of written communications with, any Governmental Authority Body regarding any such filings or any such transaction and permit transaction. To the other party to review in advance any proposed communication by such party to any Governmental Authority. No party fullest extent reasonably practicable, no Party hereto shall independently participate in any formal meeting with any Governmental Authority Body in respect of any such filings, investigation, investigation or other inquiry without giving the other parties hereto Parties prior notice of the meeting and, to the extent permitted by such Governmental AuthorityBody, the opportunity to attend and/or participate. Subject to applicable Lawlaw, the parties hereto shall Parties will consult and cooperate with one another in connection with the matters described in this Section 6.4, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto Party relating to proceedings under the HSR Act or other Antitrust Laws. Sellers and Purchaser may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 8.4 “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient, unless express written permission is obtained in advance from the source of the materials (Sellers or Purchaser, as the case may be).

Regulatory Approvals. (a) Each In furtherance and not in limitation of Newcothe terms of Section 5.5, Purchasereach of the Sellers, REG the Company and Purchaser shall (and the Company shall cause its Subsidiaries to) use their respective commercially reasonable best efforts to promptly execute and file, or join in the execution and filing of, any application, notification or other document required pursuant to any Antitrust Law (i) make or cause to be made all filings required of but in any event each of them or the Sellers, the Company and Purchaser agrees to make any required filing of their respective Subsidiaries or Affiliates under a Notification and Report Form pursuant to the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, and, in any event, this Agreement within ten (10) 5 Business Days after of the date of this Agreement in Agreement). To the case extent permitted by applicable Legal Requirements, each of the Sellers, the Company and Purchaser shall (and the Company shall cause its Subsidiaries to) promptly inform the other of any material communication between an Acquired Company, a Seller or Purchaser (as applicable) and any Governmental Authority regarding the transactions contemplated hereby and each party will furnish the other party with copies of all correspondence, filings required under and attachments thereto, other than filings made in connection with the HSR Act and within four written communications between it, its Affiliates and their respective Representatives on one hand and any such Governmental Authority or its respective staff on the other hand, with respect to this Agreement and the transactions contemplated hereby, provided, however, that the parties may, as each deems advisable and necessary, reasonably designate competitively sensitive material provided under this Section 5.6 as “outside counsel only material” and may redact materials to remove references concerning the valuation of the Company. If any Seller, any Acquired Company, Purchaser or any Affiliate thereof shall receive any formal or informal request for supplemental information or documentary material from any Governmental Authority with respect to the transactions contemplated hereby, then such Seller, the Company or Purchaser (4as applicable) weeks shall (and the Company shall cause its Subsidiaries to) (i) make, or cause to be made, as soon as reasonably practicable, a response in the case of all other filings required by other Antitrust Laws, compliance with such request and (ii) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable lawLegal Requirements, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction and permit the other party to review any material communication given to it by, and consult with each other in advance of, and give such other party the opportunity to participate in, any proposed communication by such party to meeting or conference or substantive contact with, any Governmental Authority. No party hereto shall independently participate in any formal meeting with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall consult and cooperate with one another in connection with the matters described in this Section 6.4, including in connection with any analysesproceeding by a private party. The foregoing obligations in this Section 5.6(a) shall be subject to the Confidentiality Agreement and any attorney-client, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act work product or other Antitrust Lawsprivilege.

Regulatory Approvals. (a) Each of NewcoParent and, Purchaserwhere applicable, REG and the Company shall use their respective commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate in doing, all things necessary, proper or advisable under applicable Law to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable and in any event prior to the End Date, including to (i) make or cause to be made all the registrations, declarations and filings required of each of them or any of their respective Subsidiaries or Affiliates such party under the HSR Act or Act, the EUMR, and any other Antitrust Laws Law listed in Schedule 6.4 (collectively, the “Antitrust Filings”) with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, this Agreement as promptly as practicablereasonably practicable and advisable after the date of this Agreement (and with respect to the HSR Act, including seeking early termination, and, in any event, within no later than ten (10) Business Days after from the date of this Agreement in Agreement), and any filing fees associated therewith shall be paid by the case Parent and such initial filings from Parent and the Company shall request early termination of all filings required any applicable waiting period under the HSR Act and within four (4) weeks in the case of all other filings required by other Antitrust LawsAct, (ii) comply at the earliest practicable date with agree not to extend any request waiting period under the HSR Act or enter into any agreement with any Governmental Body not to consummate the transaction contemplated by this Agreement, except with the prior written consent of the other Antitrust Laws party not to be unreasonably withheld, conditioned or delayed, (iii) subject to applicable Law, furnish to the other party as promptly as reasonably practicable all information required for additional information, documents, any application or other materials filing to be made by the other party pursuant to any applicable Law in connection with the transactions contemplated by this Agreement, (iv) respond as promptly as reasonably practicable to any inquiries received by either of them from, and supply as promptly as reasonably practicable any additional information or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”)documentation that may be requested by, the Antitrust Division of the U.S. Department of Justice (the “Antitrust DivisionDOJ”), the Federal Trade Commission (“FTC”), the European Commission (“Commission”) or by any other Governmental Body in respect of such Antitrust Filings, this Agreement, or the transactions contemplated hereby, (v) promptly notify the other party in advance of any material communication between that party and the FTC, the DOJ, the Commission or any other Governmental Authority Body in respect of such filings any Antitrust Filings or such transactionsinvestigation, inquiry or other Proceeding relating to this Agreement, the transactions contemplated hereby and (iii) cooperate with each other of any material or substantive communication received or given in connection with any such filing Proceeding by a private party relating to the transactions contemplated hereby, (includingvi) subject to applicable Law, discuss with and permit the other party to review in advance, and consider in good faith the other party’s reasonable comments in connection with, any Antitrust Filing or communication to the FTC, the DOJ, the Commission or any other Governmental Body or, in connection with any Proceeding by a private party to any other Person, relating to any Antitrust Filing or investigation, inquiry or other Proceeding relating to this Agreement, or the transactions contemplated hereby, (vii) not 49 participate or agree to participate in any meeting, telephone call or discussion with the FTC, the DOJ, the Commission or any other Governmental Body in respect of any Antitrust Filing, investigation or inquiry relating to this Agreement, or the transactions contemplated hereby unless it consults with the other party in advance and, to the extent permitted by such Governmental Body, gives the other party the opportunity to attend and participate in such meeting, telephone call or discussion, (viii) subject to applicable lawLaw, providing furnish the other party promptly with copies of all such documents correspondence, filings and communications between them and their Affiliates on the one hand, and the FTC, the DOJ, the Commission or any other Governmental Body or members of their respective staffs on the other hand, with respect to any Antitrust Filing, investigation, inquiry, or Proceeding relating to this Agreement, or the non-filing parties prior to filing transactions contemplated hereby and considering all reasonable additions, deletions or changes suggested (ix) act in good faith and reasonably cooperate with the other party in connection therewith) with any Antitrust Filings and in connection with resolving any investigation or other inquiry of any of Governmental Body under the FTCHSR Act, the EUMR or any other Antitrust Division or other Governmental Authority under any Antitrust Laws Law with respect to any such filing Antitrust Filing, this Agreement or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. No party hereto shall independently participate in any formal meeting with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall consult and cooperate with one another in connection with the matters described in this Section 6.4, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust Lawshereby.

Regulatory Approvals. (a) Each As promptly as practicable after the date of Newcothis Agreement, Purchaser, REG Parent and the Company shall use their respective commercially reasonable efforts to (i) make or cause to be made all filings each prepare and file the notification required of each of them or any of their respective Subsidiaries or Affiliates it under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, and, in any event, within ten (10) Business Days after the date hereof in connection with the Transactions and shall promptly and in good faith respond to all information requested of this Agreement in the case of all filings required under the HSR Act and within four (4) weeks in the case of all other filings required it by other Antitrust Laws, (ii) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”)Commission, the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority in respect of connection with such filings or such transactions, notification and (iii) otherwise cooperate in good faith with each other and such Governmental Authorities. Parent and the Company will each promptly furnish to the other such information and assistance as the other may reasonably request in connection with any such filing (including, to the extent permitted by applicable law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry its preparation of any of the FTC, the Antitrust Division or other Governmental Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings submission that is necessary under the HSR Act or any other Antitrust Laws and will use reasonable best efforts to cause the expiration or termination of the applicable waiting periods or obtain the applicable approvals as soon as practicable. Parent and the Company will each promptly provide the other with copies of all responses substantive written communications (and memoranda setting forth the substance of all substantive oral communications) between each of them, any of their Affiliates and their respective agents, representatives and advisors, on the one hand, and any Governmental Authority, on the other hand, with respect to this Agreement or the Transactions. Without limiting the foregoing, Parent and the Company shall: (i) promptly inform the other of any request by communication to or from the FTCU.S. Federal Trade Commission, the Antitrust Division U.S. Department of Justice or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction and of the Transactions; (ii) permit the each other party to review in advance any proposed substantive written communication by such party to any such Governmental Authority. No party hereto shall independently Authority and incorporate reasonable comments thereto; (iii) give the other prompt written notice of the commencement of any Action with respect to any of the Transactions; (iv) not agree to participate in any formal substantive meeting or discussion with any such Governmental Authority in respect of any such filingsfiling, investigationinvestigation or inquiry concerning this Agreement or any of the Transactions unless, or other inquiry without giving to the extent reasonably practicable, it consults with the other parties hereto prior notice of the meeting party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and/or participateattend; (v) keep each other reasonably informed as to the status of any such Action; and (vi) promptly furnish each other with copies of all correspondence, filings (except for filings made under the HSR Act) and written communications between such party and their Affiliates and their respective agents, representatives and advisors, on one hand, and any such Governmental Authority, on the other hand, in each case, with respect to this Agreement and the Transactions. Subject Each of Parent and the Company may, as they deem necessary, designate any sensitive materials to applicable Law, the parties hereto shall consult and cooperate with one another be exchanged in connection with the matters described in this Section 6.49.05 as “outside-counsel only.” Any such materials, as well as the information contained therein, shall be provided only to a receiving party’s outside counsel (and mutually-acknowledged outside consultants) and not disclosed by such counsel (or consultants) to any employees, officers or directors of the receiving party without the advance written consent of the party supplying such materials or information. Parent and the Company shall each pay 50% of any filing fees required by Governmental Authorities, including filing fees in connection with filings under the HSR Act. Parent, Merger Sub I and Merger Sub II (and their respective Affiliates, if applicable) shall not, either alone or acting in concert with others, take any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made action that could reasonably be expected to materially increase the risk of not achieving or submitted by or on behalf of materially delaying the approval of any party hereto relating to proceedings Governmental Authority, or the expiration or termination of any waiting period under the HSR Act or other Antitrust Laws, including by acquiring or offering to acquire any other person, or the assets of, or equity in, any other Person. In furtherance and not in limitation of the foregoing, if and to the extent necessary to obtain clearance of the Transactions pursuant to the HSR Act and any other Antitrust Laws applicable to the Transactions, each of Parent, Merger Sub I and Merger Sub II shall: (A) offer, negotiate, commit to and effect, by consent decree, hold separate order or otherwise (1) the sale, divestiture, license or other disposition of any and all of the capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses of the Company and (2) any other restrictions on the activities of the Company; provided, however, that Company (and their respective Affiliates, if applicable) shall not be required to take (and the Parent and Merger Subs shall not take, without the prior written consent of Company) any action under this Section 9.05 (and for the avoidance of doubt, none of the foregoing actions contemplated by this Section 9.05(A) shall be taken by Parent or its Affiliates without the prior written consent of the Company); and (B) use reasonable best efforts to contest, defend and appeal any legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG Purchaser and the Company Seller shall use their respective commercially reasonable efforts to (i) make or cause to be made all filings required of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act or other any Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, practicable and, in any event, within ten (10) Business Days after the date of this Agreement in the case of all filings required under the HSR Act and within four (4) weeks in the case of all other filings required by other Antitrust LawsAgreement, (ii) comply at the earliest practicable date with any request under the HSR Act or other any Antitrust Laws for additional information, documents, or other materials received by either each of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority Body in respect of such filings or such transactions, transactions and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable lawApplicable Law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Authority Body under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law Applicable Law in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Authority Body regarding any such filings or any such transaction and permit the other party to review in advance any proposed communication by such party to any Governmental Authoritytransaction. No party hereto shall independently participate in any formal meeting with any Governmental Authority Body in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental AuthorityBody, the opportunity to attend and/or participate. Subject to applicable Applicable Law, the parties hereto shall will consult and cooperate with one another in connection with the matters described in this Section 6.4, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other any Antitrust Laws.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG The Purchaser and where applicable the Company shall use their respective commercially reasonable efforts to (i) make or cause to be made all the registrations, declarations and filings required of each of them or any of their respective Subsidiaries or Affiliates such party under the HSR Act or and any other Antitrust Laws Law (the “Antitrust Filings”) with respect to the transactions contemplated hereby by this Agreement and by the Common Plan Agreements, as appropriate, Ancillary Agreements as promptly as practicable, including seeking early termination, and, reasonably practicable and advisable after the date hereof (but in any event, within ten no event later than five (105) Business Days after the date of this Agreement in the case of all filings required under the HSR Act and within four (4) weeks in the case of all other filings required by other Antitrust Laws, hereof); (ii) comply at subject to applicable Law, furnish to the earliest other Party as promptly as reasonably practicable date with all information required for any request under the HSR Act application or other Antitrust Laws for filing to be made by the other Party pursuant to any applicable Law in connection with the transactions contemplated by this Agreement and the Ancillary Agreements; (iii) respond as promptly as reasonably practicable to any inquiries received from, and supply as promptly as reasonably practicable any additional information, documents, information or other materials received by either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”)documentation that may be reasonably requested by, the Antitrust Division of the U.S. Department DOJ, the FTC, or by any other Governmental Authority in respect of Justice such Antitrust Filings, this Agreement, or the transactions contemplated by this Agreement and the Ancillary Agreements; (iv) promptly notify the “Antitrust Division”) other Party of any material communication between that Party and the FTC, the DOJ, or any other Governmental Authority in respect of such filings any Antitrust Filings or such transactionsinvestigation, inquiry or other Proceeding relating to this Agreement, the transactions contemplated by this Agreement and (iii) cooperate with each other the Ancillary Agreements and of any material communication received or given in connection with any such filing Proceeding by a private party relating to the transactions contemplated by this Agreement and the Ancillary Agreements; (includingv) subject to applicable Law, discuss with and permit the other Party (and its counsel) to review in advance, and consider in good faith the other Party’s reasonable comments in connection with, any Antitrust Filing or communication to the FTC, the DOJ, or any other Governmental Authority or, in connection with any Proceeding by a private party to any other Person, relating to any Antitrust Filing or investigation, inquiry or other Proceeding relating to this Agreement, or the transactions contemplated by this Agreement and the Ancillary Agreements; (vi) not participate or agree to participate in any substantive meeting, telephone call or discussion with the FTC, the DOJ, or any other Governmental Authority in respect of any Antitrust Filing, investigation or inquiry relating to this Agreement, or the transactions contemplated by this Agreement and the Ancillary Agreements unless it consults with the other Party in advance and, to the extent permitted by such Governmental Authority, gives the other Party the opportunity to attend and participate in such meeting, telephone call or discussion; (vii) subject to applicable lawLaw, providing furnish the other Party promptly with copies of all such documents correspondence, filings and communications between them and their Affiliates on the one hand, and the FTC, the DOJ, or any other Governmental Authority or members of their respective staffs on the other hand, with respect to any Antitrust Filing, investigation, inquiry, or Proceeding relating to this Agreement, or the non-filing parties prior to filing transactions contemplated by this Agreement and considering all reasonable additions, deletions or changes suggested the Ancillary Agreements; and (viii) act in good faith and reasonably cooperate with the other Party in connection therewith) with any Antitrust Filings and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division such agency or other Governmental Authority under the HSR Act or any other Antitrust Laws Law with respect to any such filing Antitrust Filing, this Agreement or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform Agreement and the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. No party hereto shall independently participate in any formal meeting with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall consult and cooperate with one another in connection with the matters described in this Section 6.4, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust LawsAncillary Agreements.

Regulatory Approvals. (a) Each As promptly as practicable after the date of Newcothis Agreement, Purchaser, REG Parent and the Company shall use their respective commercially reasonable efforts to (ia) make or cause to be made all filings each prepare and file the notification required of each of them or any of their respective Subsidiaries or Affiliates it under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, and, in any event, within ten (10) Business Days after the date of this Agreement in the case of all filings required under the HSR Act hereof, and within four (4b) weeks in the case of all other filings as promptly as reasonably practicable, prepare and file any notification required by any other Antitrust LawsGovernmental Authority and listed on Schedule 9.05, (ii) comply at in each case, in connection with the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received Transactions and shall promptly and in good faith respond to all information requested of it by either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”)Commission, the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) Justice, or any other Governmental Authority in respect of connection with such filings or such transactions, notification and (iii) otherwise cooperate in good faith with each other and such Governmental Authorities. Each party hereto will promptly furnish to the other such information and assistance as the other may reasonably request in connection with any such filing (including, to the extent permitted by applicable law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry its preparation of any of the FTC, the Antitrust Division or other Governmental Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings submission that is necessary under the HSR Act and will use reasonable best efforts to cause the expiration or termination of the applicable waiting periods as soon as practicable. Parent and the Company will each promptly furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any filing or submission that is necessary under the HSR Act or any other Antitrust Laws and will use reasonable best efforts to cause the expiration or termination of the applicable waiting periods or obtain the applicable approvals as soon as practicable. Parent and the Company will each promptly provide the other with copies of all responses substantive written communications (and memoranda setting forth the substance of all substantive oral communications) between each of them, any of their Affiliates and their respective agents, representatives and advisors, on the one hand, and any Governmental Authority, on the other hand, with respect to this Agreement or the Transactions. Without limiting the foregoing, Parent and the Company shall: (i) promptly inform the other of any request by communication to or from the FTCU.S. Federal Trade Commission, the Antitrust Division U.S. Department of Justice, or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to Authority regarding the Transactions; (ii) permit each other all information required for any application or other filing to be made pursuant to any applicable law in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction and permit the other party to review in advance any proposed substantive written communication by such party to any such Governmental Authority. No party hereto shall independently Authority and incorporate reasonable comments thereto; (iii) give the other prompt written notice of the commencement of any Action with respect to such transactions; (iv) not agree to participate in any formal substantive meeting or discussion with any such Governmental Authority in respect of any such filingsfiling, investigationinvestigation or inquiry concerning this Agreement or the Transactions unless, or other inquiry without giving to the extent reasonably practicable, it consults with the other parties hereto prior notice of the meeting party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and/or participateattend; (v) keep each other reasonably informed as to the status of any such Action; and (vi) promptly furnish each other with copies of all correspondence, filings (except for filings made under the HSR Act) and written communications between such party and their Affiliates and their respective agents, representatives and advisors, on one hand, and any such Governmental Authority, on the other hand, in each case, with respect to this Agreement and the Transactions. Subject Each of Parent and the Company may, as they deem necessary, designate any sensitive materials to applicable Law, the parties hereto shall consult and cooperate with one another be exchanged in connection with the matters described in this Section 6.49.05 as “outside-counsel only.” Any such materials, as well as the information contained therein, shall be provided only to a receiving party’s outside counsel (and mutually-acknowledged outside consultants) and not disclosed by such counsel (or consultants) to any employees, officers, or directors of the receiving party without the advance written consent of the party supplying such materials or information. Parent shall pay 100% of any filing fees required by Governmental Authorities, including filing fees in connection with filings under the HSR Act. Parent, First Merger Sub and Second Merger Sub (and their respective Affiliates, if applicable) shall not, either alone or acting in concert with others, take any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made action that could reasonably be expected to materially increase the risk of not achieving or submitted by or on behalf materially delaying the approval of any party hereto relating to proceedings Governmental Authority, or the expiration or termination of any waiting period under the HSR Act or other Antitrust Laws, including by acquiring or offering to acquire any other person, or the assets of, or equity in, any other person. In furtherance and not in limitation of the foregoing, if and to the extent necessary to obtain clearance of the Transactions pursuant to the HSR Act and any other Antitrust Laws applicable to the Transactions, each of Parent, First Merger Sub and Second Merger Sub shall (a) offer, negotiate, commit to and effect, by consent decree, hold separate order or otherwise, (i) the sale, divestiture, license or other disposition of any and all of the capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses of the Company; and (ii) any other restrictions on the activities of the Company; provided that Parent, First Merger Sub and Second Merger Sub (and their respective Affiliates, if applicable) shall not be required to take (and the Company shall not take, without the prior written consent of Parent) any action, individually or in the aggregate, under this Section 9.05 if such action would result in a material adverse effect on the Company (and for the avoidance of doubt, none of the foregoing actions contemplated by this Section 9.05(a) shall be taken by Parent or its Affiliates without the prior written consent of the Company); and (b) use reasonable best efforts to contest, defend and appeal any legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions.

Regulatory Approvals. (a) Each To the extent not already completed at or prior to the Execution Date, each Party shall (and shall cause its respective Affiliates to) prepare and submit to the applicable Governmental Authority, as soon as practicable following the Execution Date (but no later than ten Business Days thereafter), all filings that may be required to be made with any Governmental Authority under applicable Laws in connection with consummation of Newco, Purchaser, REG the transactions contemplated by this Agreement and the Company other Transaction Documents. The Parties shall use (and shall cause their respective commercially reasonable efforts to Affiliates to) (i) make or cause to be made all unless mutually agreed otherwise, request expedited treatment of any such filings required (including early termination of each of them or any of their respective Subsidiaries or Affiliates applicable waiting periods under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan AgreementsAct), as appropriate, as promptly as practicable, including seeking early termination, and, in any event, within ten (10) Business Days after the date of this Agreement in the case of all filings required under the HSR Act and within four (4) weeks in the case of all other filings required by other Antitrust Lawsavailable, (ii) comply at the earliest practicable date with promptly make any request under the HSR Act subsequent amended or supplemental filings or other Antitrust Laws for additional information, documents, or other materials received by either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority in respect of such filings or such transactions, submissions to and (iii) respond promptly to requests for information and documents and other inquiries from, all Governmental Authorities, and cooperate with one another in the preparation and review of such filings and other submissions, in each other case, in connection with any such filing manner as is necessary and advisable to consummate, as soon as practicable following the Execution Date (including, to but no later than the extent permitted by applicable law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTCTermination Date), the Antitrust Division transactions contemplated by this Agreement and the other Transaction Documents. (b) Each of Buyer and Buyer Parent shall not (and shall cause its respective Affiliates not to) take any action that would reasonably be expected to prevent, materially delay or other otherwise adversely affect any Consent required to be obtained from any Governmental Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform Agreement or the other parties hereto Transaction Documents. Notwithstanding any other provision of this Agreement, each Party shall (and shall cause its respective Affiliates to) take all commercially reasonable actions necessary to obtain or make any oral communication with, and provide copies of written communications with, Consent that may be required to be made with any Governmental Authority regarding any such filings or any such transaction under applicable Laws to consummate, as soon as practicable following the Execution Date (but no later than the Termination Date), the transactions contemplated by this Agreement and permit the other party Transaction Documents, including using commercially reasonable efforts to: (i) resolve any objections asserted with respect to review in advance any proposed communication the transactions contemplated by such party to this Agreement or the other Transaction Documents by any Governmental Authority. No party hereto shall independently participate in ; (ii) prevent the entry of any formal meeting Order, and to have vacated, lifted, reversed, overturned or rescinded any Order, that would prevent, materially delay or otherwise adversely affect the consummation of the transactions contemplated by this Agreement or the other Transaction Documents; (iii) enter into any settlement, undertaking, consent decree, stipulation or other agreement with any Governmental Authority in respect connection with the transactions contemplated by this Agreement or the other Transaction Documents; and (iv) oppose, contest, resist and defend, through litigation on the merits and all available appeals, any Proceeding challenging the transactions contemplated by this Agreement or the other Transaction Documents; provided, however, in no event shall Buyer or Buyer Parent be required to divest or hold separate any business or assets of any such filingsof Buyer, investigation, Buyer Parent or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participatetheir respective Affiliates except as it may determine in its sole discretion. (c) Subject to any applicable confidentiality restrictions and applicable Law, each Party shall notify the parties hereto shall consult and cooperate with one another in connection with other Parties promptly upon the matters described in this Section 6.4, including receipt by such Party or its Affiliates of (i) any comments or questions from any Representative of any Governmental Authority in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions filings or other submissions made pursuant to this Section 6.05 or the transactions contemplated by this Agreement or the other Transaction Documents and proposals made or submitted (ii) any request by or on behalf any Representative of any party hereto relating Governmental Authority for any amendments or supplements to proceedings under the HSR Act or other Antitrust Laws.any filings

Regulatory Approvals. The Bank and the Company each agree to use their best efforts to provide promptly such information and reasonable assistance as may be requested by the other party to this Agreement and to take promptly such other actions as shall be necessary or appropriate in order to consummate the transactions contemplated hereby. Without limiting the foregoing, the Bank and the Company will each (a) Each of Newcoprepare, Purchasersubmit and file, REG and the Company shall use their respective commercially reasonable efforts to (i) make or cause to be made prepared, submitted and filed, all filings required applications for all authorizations, consents, orders and approvals of federal, state, local and other Governmental Entities and officials necessary under applicable law for the performance of its obligations pursuant to this Agreement and the consummation of the transactions contemplated hereby, (b) use their best efforts to obtain all such authorizations, consents, orders and approvals as expeditiously as possible in accordance with the terms of this Agreement, and (c) cooperate fully with each other in promptly seeking to obtain such authorizations, consents, orders and approvals, including without limitation, in each case, the approval of them or any the FRB, the FDIC and the Commissioner. The Bank and the Company each agree to promptly provide the other with copies of their respective Subsidiaries or Affiliates under the HSR Act all applications referred to in clause (a) above and copies of all written communications, letters, reports or other Antitrust Laws documents delivered to or received from any Governmental Entity, and copies of all memoranda relating to discussions with such Governmental Entity, if any, with respect to the transactions contemplated hereby Merger, except that the Company and by the Common Plan AgreementsBank shall not be required to provide the other with any of the foregoing documents submitted or received on a confidential or privileged basis or which incorporate confidential information relating to other financial institutions. The Parties agree that through the Effective Time of the Merger, as appropriateeach of its reports, as promptly as practicableregistration, including seeking early termination, and, in any event, within ten (10) Business Days after the date of this Agreement in the case of all filings required under the HSR Act statements and within four (4) weeks in the case of all other filings required by other Antitrust Laws, (ii) comply at the earliest practicable date to be filed with any request under applicable Governmental Entity will comply in all material respects with the HSR Act aplicable statutes, rules and regulations enforced or other Antitrust Laws for additional informationpromulgated by the Governmental Entity with which it will be filed and none will contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, documents, or other materials received by either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division in light of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority circumstances under which they were made, not misleading. Any financial statement contained in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filing (includingreport, to the extent permitted by applicable law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application registration statement or other filing that is intended to be made pursuant to any applicable law in connection with represent the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. No party hereto shall independently participate in any formal meeting with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice financial position of the meeting and, Party to which it relates will fairly present the extent permitted by financial position of such Governmental Authority, Party and will be prepared in accordance with GAAP or RAP consistently applied during the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall consult and cooperate with one another in connection with the matters described in this Section 6.4, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust Lawsperiods involved.

Regulatory Approvals. (a) Each Subject to the terms and conditions of Newcothis Agreement, Purchaser, REG and the Company and Parent shall cooperate with each other and use (and shall cause their respective commercially Subsidiaries to use) their respective reasonable best efforts to (i) make take or cause to be made taken all filings required actions, and do or cause to be done all things, necessary, proper or advisable to promptly obtain all authorizations, consents, Orders, approvals, licenses, permits, and waivers of each all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of them or its obligations pursuant to, this Agreement, (ii) cooperate fully with the other party in promptly seeking to obtain all such authorizations, consents, Orders, approvals, licenses, permits and waivers, and (iii) provide such other information to any of their respective Subsidiaries or Affiliates under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, Governmental Authority as appropriate, as such Governmental Authority may lawfully request in connection herewith. As promptly as practicable, including seeking early termination, and, but in any event, within event no later than ten (10) Business Days Days, following the date of this Agreement, each party shall make its respective filing, if necessary, pursuant to the HSR Act with respect to the Transactions and shall supply as promptly as reasonably practicable thereafter to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees to, and shall cause its respective Affiliates to, make as promptly as practicable after the date of this Agreement in the case of all its respective filings required and notifications, if any, under the HSR Act and within four (4) weeks in the case of all other filings required by other Antitrust Laws, (ii) comply at the earliest practicable date with any request under the HSR Act or other those Antitrust Laws for additional information, documents, or other materials received by either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division set forth on Section 7.01(c) of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority in respect of such filings or such transactionsCompany Disclosure Schedule, and (iii) cooperate with each other in connection with any such filing (including, to supply as promptly as reasonably practicable to the extent permitted by applicable law, providing copies of all such documents appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the non-filing parties prior applicable Antitrust Law. Parent will pay all fees or make other payments to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. No party hereto shall independently participate in any formal meeting with any Governmental Authority in respect of order to make such filings or obtain any such filingsauthorizations, investigationconsents, Orders or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall consult and cooperate with one another in connection with the matters described in this Section 6.4, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust Lawsapprovals.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG and the Company Macrovision shall use their respective commercially reasonable efforts to (i) make promptly execute and file, or cause join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Authority, whether foreign, federal, state, local or municipal, which may be made all filings required in connection with the consummation of each of them the Merger and the other transactions contemplated by this Agreement, any Macrovision Ancillary Agreement or any Merger Sub Ancillary Agreement. Macrovision shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Macrovision with respect to such authorizations, approvals and consents. Macrovision shall promptly inform the Company of their respective Subsidiaries any material communication between Macrovision and any Governmental Authority regarding any of the transactions contemplated hereby. If Macrovision or Affiliates under the HSR Act any Affiliate of Macrovision receives any formal or other Antitrust Laws informal request for supplemental information or documentary material from any Governmental Authority with respect to the transactions contemplated hereby and by the Common Plan Agreementshereby, then Macrovision shall make, or cause to be made, as appropriate, soon as promptly as reasonably practicable, including seeking early termination, and, a response in any event, within ten (10) Business Days after the date of this Agreement in the case of all filings required under the HSR Act and within four (4) weeks in the case of all other filings required by other Antitrust Laws, (ii) comply at the earliest practicable date compliance with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Authority under any Antitrust Laws with respect to any such filing or any such transactionrequest. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party Macrovision shall use its commercially reasonable efforts to furnish to each contest any Antitrust Order that restricts, prevents or prohibits the consummation of the Merger or any other all information required for any application or other filing to be made pursuant to any applicable law in connection with the transactions contemplated by this Agreement. Each such party Agreement under any applicable antitrust law; provided, however, Macrovision shall promptly inform not be obligated to agree to or consent to (i) any action or judgment that would result in the sale or other parties hereto disposition (through the establishment of a trust or otherwise) of any oral communication with, material asset or material category of assets of Macrovision and provide copies its Subsidiaries taken as a whole or (ii) any material limitation on the ability of written communications with, any Governmental Authority regarding any such filings or any such transaction Macrovision to conduct the business of Macrovision and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. No party hereto shall independently participate in any formal meeting with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice its Subsidiaries as of the meeting anddate hereof or to acquire, to hold or exercise full rights of ownership of the extent permitted by such Governmental Authority, the opportunity to attend and/or participateshares of Company Capital Stock. Subject to applicable Law, the parties hereto Macrovision shall consult and cooperate with one another the Company, and consider in connection with good faith the matters described views of the Company, and provide to the Company in this Section 6.4advance, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals prepared for submission to a government agency in connection with an antitrust filing relating to the Merger and made or submitted by or on behalf of any party Macrovision hereto in connection with proceedings under or relating to proceedings under the HSR Act or other Antitrust Lawsany antitrust law.

Regulatory Approvals. (a) Each of NewcoIf necessary, Purchaser, REG Purchaser and the Company Sellers shall (i) use their respective commercially reasonable efforts to (i) make or cause to be made all filings required of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, Transactions as promptly as practicable, including seeking early termination, practicable and, in any event, within ten twenty-one (1021) Business Days after the date of this Agreement hereof in the case of all filings required under the HSR Act and within four (4) weeks in the case of all other filings required by other Antitrust Laws, (ii) comply comply, to the extent practicable, at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by either each of them or any of their respective Subsidiaries or Affiliates subsidiaries from the U.S. Federal Trade Commission (the “FTC”), the Antitrust Division of the U.S. United States Department of Justice (the “Antitrust Division”) or any other Governmental Authority Body in respect of such filings or such transactionsthe Transactions, and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable lawLaw, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Authority Body under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental AuthorityTransaction. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law Law in connection with the transactions contemplated by this AgreementTransactions. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Authority Body regarding any such filings or any such transaction and permit the other party to review in advance any proposed communication by such party to any Governmental AuthorityTransaction. No party hereto shall independently participate in any formal meeting with any Governmental Authority Body in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental AuthorityBody, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall will consult and cooperate with one another in connection with the matters described in this Section 6.4, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust Laws. Sellers and Purchaser may, as each deems advisable and necessary in good faith, reasonably designate any competitively sensitive material provided to the other under this Section 8.4 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials (Sellers or Purchaser, as the case may be).

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

Regulatory Approvals. Each Party shall cooperate and use Reasonable Best Efforts to prepare and file as soon as practicable (abut in no event more than thirty (30) Each of Newcodays following the date hereof) all applications, Purchasernotices, REG petitions, filings and the Company other documents necessary to obtain, and shall use their respective commercially reasonable efforts Reasonable Best Efforts to obtain, the Required Statutory Approvals. The Parties further agree to use Reasonable Best Efforts (i) to take any act, make any undertaking or cause receive any clearance or approval required by any Governmental Entity or applicable Law and (ii) to satisfy any conditions imposed by any Governmental Entity in all Final Orders, in each case in order to consummate the transactions contemplated hereby as soon as reasonably possible. Each of the Parties shall (i) respond as promptly as practicable to any inquiries or requests received from any Governmental Entity for additional information or documentation, (ii) provide such information with respect to such Party as may be made all filings required necessary to obtain the Required Statutory Approvals and (iii) not enter into any agreement with any Governmental Entity that would reasonably be expected to adversely affect the Parties’ ability to consummate the transactions contemplated by this Agreement, except with the prior consent of the other Parties (which consent shall not be unreasonably withheld, conditioned or delayed). Each of the Parties shall use Reasonable Best Efforts to avoid or eliminate each of them and every impediment under any antitrust, competition, or trade or energy regulation Law that may be asserted by any of their respective Subsidiaries or Affiliates under the HSR Act or other Antitrust Laws Governmental Entity with respect to the transactions contemplated hereby and so as to enable the Closing Date to occur as soon as reasonably possible. The actions required by the Common Plan Agreementsimmediately preceding sentence shall include proposing, as appropriatenegotiating, as promptly as practicablecommitting to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of such power generation, electric transmission or oil & gas assets or businesses of Purchasers or their respective Affiliates (including seeking early termination, and, in any event, within ten (10) Business Days after the date of this Agreement in the case of all filings required under the HSR Act and within four (4) weeks in the case of all other filings required by other Antitrust Laws, (ii) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by either of them or any of their respective Subsidiaries or Affiliates from (except for the U.S. Federal Trade Commission (“FTC”Acquired Companies)), and agreeing to such limitations on their conduct or actions as may be required in order to obtain the Antitrust Division Required Statutory Approvals as soon as reasonably possible, to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of preventing or delaying the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority in respect of such filings or such transactionsClosing Date, and (iii) cooperate with each other in connection with any such filing (includingdefending through litigation on the merits, to the extent permitted by applicable law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications withincluding appeals, any Governmental Authority regarding any such filings or any such transaction and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. No party hereto shall independently participate claim asserted in any formal meeting with court by any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall consult and cooperate with one another in connection with the matters described in this Section 6.4, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust LawsPerson.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG Parent and the Company shall promptly after the execution of this Agreement apply for or otherwise seek, and use their its respective commercially reasonable best efforts to (i) make or cause obtain, all consents and approvals required to be made all filings required obtained by it for the consummation of the Merger and the other Transactions. Without limiting the generality or effect of the foregoing, each of them or any of their respective Subsidiaries or Affiliates under Parent and the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan AgreementsCompany shall, as appropriate, as promptly soon as practicable, including seeking early termination, and, in make any event, within ten (10) Business Days after the date of this Agreement in the case of all initial filings required under the HSR Act and within four any other additional filings (4“Merger Notification Filings”) weeks in the case of all other filings required by other Antitrust Laws, (ii) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional informationAct, documentsthe Xxxxxxx Act, or other materials received by either of them or any of their respective Subsidiaries or Affiliates from as amended, the U.S. Xxxxxxx Act, as amended, the Federal Trade Commission (“FTC”)Act, as amended, the Applicable Foreign Antitrust Division Approvals that are identified on Schedule 5.6(a) of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. No party hereto shall independently participate in any formal meeting with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting Company Disclosure Letter and, to the extent permitted mutually determined by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto to be required, necessary or advisable, initial filings under any other Applicable Legal Requirements that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”) (in the case of filings under the HSR Act, within 15 Business Days after the Agreement Date unless otherwise mutually agreed by Parent and the Company (provided that the filing party has received from the other party all information regarding such other party as is reasonably necessary to make such filing) and, with respect to any other Merger Notification Filings, within time periods mutually agreed by Parent and the Company). The parties hereto shall promptly supply one another with any information that may be required in order to make such filings or obtain such consents and approvals. Each party hereto shall (i) consult and cooperate with one another another, and consider in connection with good faith the matters described in this Section 6.4views of one another, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to proceedings under the HSR Act or any foreign or other Antitrust LawsLaw, (ii) coordinate with one another in preparing and exchanging such materials and (iii) promptly provide one another (and its counsel) with copies of all filings, presentations or submissions (and a summary of any oral presentations) made by such party to any Governmental Entity in connection with this Agreement; provided that with respect to any such analyses, appearances, presentations, memoranda, briefs, arguments, opinions or proposals or such filings, presentations or submissions, each of Parent and the Company need not supply the other (or its counsel) with copies (or in case of oral presentations, a summary) to the extent that any Applicable Legal Requirement requires such party or its subsidiaries to restrict or prohibit access to any such information. In addition, any party may, as it deems advisable and necessary, reasonably designate any confidential and competitively sensitive material provided to the other parties under this Section 5.6 as “Outside Counsel Only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials.

Regulatory Approvals. (a) Each of NewcoBuyer, Purchaserand, REG and the Company where applicable, Seller shall use their respective commercially its reasonable best efforts to (i) take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate in doing, all things necessary, proper or advisable under applicable Law to make or cause to be made all the registrations, declarations and filings required of each of them or any of their respective Subsidiaries or Affiliates such Party under the HSR Act or and any other Antitrust Laws applicable Competition Law listed in Section 5.05(a) of the Seller Disclosure Schedule (“Competition Filings”) with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, this Agreement as promptly as practicable, including seeking early termination, and, reasonably practicable and advisable after the date of this Agreement (but in any event, within event file (x) the Notification and Report Form under the HSR Act no later than ten (10) Business Days after the date execution of this Agreement in and (y) all other Competition Filings as promptly as reasonably practicable after the case execution of all this Agreement), and such initial filings required from the Parties shall request early termination of any applicable waiting period under the HSR Act Act. Each of Buyer and within four Seller agrees (4i) weeks in the case of all other filings required by other Antitrust Laws, (ii) comply at the earliest practicable date with not to withdraw or refile any request filing or extend any waiting period under the HSR Act or any other Antitrust Laws applicable Competition Law or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed), (ii) subject to applicable Law, to furnish to the other party as promptly as reasonably practicable all information required for additional information, documents, any application or other materials filing to be made by the other Party pursuant to any applicable Law in connection with the transactions contemplated by this Agreement, (iii) to respond as promptly as reasonably practicable to any inquiries received by either of them from, and supply as promptly as reasonably practicable any additional information or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”)documentation that may be requested by, the Antitrust Division of the U.S. Department of Justice (the “Antitrust DivisionDOJ”), the Federal Trade Commission (“FTC”) or any other Governmental Authority in respect of such filings Competition Filings, this Agreement or such transactionsthe transactions contemplated hereby, (iv) to promptly notify the other Party of any material communication between that Party and (iii) cooperate with each the FTC, the DOJ or any other Governmental Authority in respect of any Competition Filings or any inquiry or Action relating to this Agreement or the transactions contemplated hereby and of any material communication received or given in connection with any such filing Action by a private party relating to the transactions contemplated hereby, (includingv) subject to applicable Law, to discuss with and permit the other Party (and its counsel) to review in advance, and consider in good faith the other Party’s reasonable comments in connection with, any Competition 63| Filing or communication to the FTC, the DOJ or any other Governmental Authority or, in connection with any Action by a private party to any other Person, relating to any Competition Filing or inquiry or Action relating to this Agreement, or the transactions contemplated hereby, (vi) to not participate or agree to participate in any substantive meeting, telephone call or discussion with the FTC, the DOJ or any other Governmental Authority in respect of any Competition Filing, investigation or inquiry relating to this Agreement or the transactions contemplated hereby without consulting with the other party in advance and, to the extent permitted not prohibited by such Governmental Authority, giving the other party the opportunity to attend and participate in such meeting, telephone call or discussion, (vii) subject to applicable lawLaw, providing to furnish the other Party promptly with copies of all such documents correspondence, filings and communications between them and their Affiliates on the one hand, and the FTC, the DOJ or any other Governmental Authority or members of their respective staffs on the other hand, with respect to any Competition Filing, inquiry or Action relating to this Agreement or the non-filing parties prior transactions contemplated hereby, and (viii) to filing act in good faith and considering all reasonable additions, deletions or changes suggested reasonably cooperate with the other Party in connection therewith) with any Competition Filings and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division such agency or other Governmental Authority under the HSR Act or any Antitrust Laws other Competition Law with respect to any such filing Competition Filing, this Agreement or the transactions contemplated hereby. The Parties may, as they deem advisable, designate any such transaction. Newco competitively sensitive materials provided to the other party pursuant to this Section 5.05 as “outside counsel only.” Such materials and the information contained therein shall be responsible for all given only to outside counsel of the recipient and shall not be disclosed by such outside counsel to employees, officers or directors of the recipient without the advance written consent of the disclosing Party. Any filing fees and expenses associated with the required filings under the HSR Act and all responses to any request Competition Filings shall be paid by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. No party hereto shall independently participate in any formal meeting with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall consult and cooperate with one another in connection with the matters described in this Section 6.4, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust LawsBuyer.

Regulatory Approvals. (a) Each Parent shall as promptly as reasonably practicable after the execution of Newcothis Agreement, Purchaserexecute and file, REG or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Authority, whether foreign, federal, state, local or municipal, which may be required in connection with the consummation of the Merger and the Company other transactions contemplated by this Agreement, any Parent Ancillary Agreement or any Merger Sub Ancillary Agreement. Without prejudice to the foregoing, Parent shall use their respective commercially reasonable efforts to (i) make or cause to be made all filings required of each of them or any of their respective Subsidiaries or Affiliates it under the HSR Act or any other Antitrust Laws antitrust Law with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, and, in any event, within ten reasonably practicable (10but no later than five (5) Business Days business days after the date of this Agreement in Agreement) and shall comply as soon as reasonably practicable and to the case extent necessary with any reasonable request for additional information, documents or other materials received from the Federal Trade Commission or Department of Justice or any other Governmental Authority acting pursuant to its antitrust authority. Parent shall use reasonable best efforts to obtain all such authorizations, approvals and consents. Parent shall pay any associated filing fees payable by Parent with respect to such authorizations, approvals and consents, and shall be responsible for the payment of all filing fees required in connection with filings required under the HSR Act and within four (4) weeks in the case of all other filings required by other Antitrust Laws, (ii) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Authority under any Antitrust Laws antitrust Law with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law in connection with the transactions contemplated by this Agreementhereby. Each such party Subject to applicable Laws and orders, Parent shall as promptly as reasonably practicable inform the other parties hereto Company of any oral substantive communication with, between Parent and provide copies of written communications with, any Governmental Authority regarding any of the transactions contemplated hereby, and provide a copy of such filings substantive communication if it is in writing. If the Parent or any of its Affiliates receives any reasonable formal or informal request for supplemental information or documentary material from any Governmental Authority with response to the transactions contemplated hereby, then the Parent shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such transaction request. The Parent shall consult with and permit cooperate with the other party to review Company in advance of any proposed such written or oral communication by such party to any Governmental Authority. No party hereto , and shall independently not participate in any formal substantive meeting or discussion with any Governmental Authority in respect of any such filings, investigation, investigation or other inquiry without giving concerning the other parties hereto prior notice of transactions contemplated hereby unless it consults with the meeting Company in advance and, to the extent permitted except as prohibited by such applicable Law or Governmental Authority, gives Parent the opportunity to attend and/or participateand participate thereat. Subject The Company may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to applicable Parent under this Section 6.2 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. The Parent shall use reasonable best efforts to resolve questions or objections, if any, of any Governmental Authority. Notwithstanding anything in this Agreement to the contrary, if any Action is instituted (or threatened in writing to be instituted) challenging any transaction contemplated by this Agreement as violative of any Law, it is expressly understood and agreed that neither Parent nor any of its Subsidiaries or Affiliates shall be under any obligation to: (a) litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, or (b) make proposals, execute or carry out agreements or submit to orders providing for (i) the parties hereto shall consult and cooperate with one another in connection with sale, divestiture or other disposition or holding separate (through the matters described in this Section 6.4, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made establishment of a trust or submitted by or on behalf otherwise) of any party hereto relating assets or categories of assets of Parent, any of its Subsidiaries or Affiliates (including the Surviving Corporation) or the Company, or the holding separate of shares of Company Capital Stock, or (ii) the imposition of any limitation on the ability of Parent or any of its Subsidiaries or Affiliates to proceedings under the HSR Act freely conduct their business or other Antitrust Lawsown such assets or to acquire, hold or exercise full rights of ownership of shares of Company Capital Stock.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG and the Company shall use their respective commercially reasonable efforts to (i) make or cause to be made all filings required of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, and, in any event, within ten (10) Business Days after the date of this Agreement in the case of all filings required under the HSR Act and within four (4) weeks in the case of all other filings required by other Antitrust Laws, (ii) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each file, as soon as practicable after the date of this Agreement, all notices, reports and other all information documents required for any application or other filing to be made pursuant filed by such party with any Governmental Body with respect to the Merger and the other Contemplated Transactions, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications required under the HSR Act and any applicable law foreign antitrust laws or regulations (collectively, the “Antitrust Laws”) in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. No party hereto shall independently participate in any formal meeting with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participateMerger. Subject to applicable LawSection 6.4(b), the parties hereto Company and Parent shall consult (a) respond as promptly as practicable to (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation, and cooperate with one another (ii) any inquiries or requests received from any state attorney general, foreign antitrust authority or other Governmental Body in connection with antitrust or related matters, (b) use commercially reasonable efforts to take all other actions necessary to cause the matters described expiration or termination of the applicable waiting periods under the Antitrust Laws as soon as practicable, and (c) use commercially reasonable efforts to resolve any objections which may be asserted by any Governmental Body with respect to the Merger under the Antitrust Laws. Subject to Section 6.4(b), in this Section 6.4the event any Legal Proceeding is threatened or instituted by any Governmental Body challenging the Merger as violative of Antitrust Laws, including each of Parent and the Company shall use commercially reasonable efforts to avoid the institution of, or to resist or resolve, such Legal Proceeding. At the request of Parent, the Company shall agree to divest, sell, dispose of, hold separate or otherwise take or commit to take any action relating to the business, product lines or assets of any Acquired Corporation, provided that any such action is (A) determined by Parent in connection good faith to facilitate compliance with any analysesLegal Requirement or any request by any Governmental Body, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf (B) conditioned upon the consummation of any party hereto relating to proceedings under the HSR Act or other Antitrust LawsMerger.

Regulatory Approvals. (a) Without limiting the generality of Section 6.3, as soon as reasonably practicable (and in any event within ten (10) Business Days) following the date hereof, each of Parent and the Company shall file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby (including the Offer and the Merger) as required by the HSR Act and shall file as soon as reasonably practicable (and in any event within ten (10) Business Days) comparable pre-merger notification filings, forms and submissions with any foreign Governmental Authority that is required by other applicable Antitrust Laws, in each case as Parent may reasonably determine. Each of Newco, Purchaser, REG Parent and the Company shall use their respective commercially reasonable best efforts to promptly (i) make cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information or documents that may be required in order to effectuate such filings, and (iii) comply with any request for additional information made by the FTC, the DOJ or the competition or merger control authorities of any other jurisdiction. Each party hereto shall promptly inform the other party or parties hereto, as the case may be, of any communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement (including the Offer and the Merger). If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Authority with respect to the transactions contemplated by this Agreement (including the Offer and the Merger), then such party shall use reasonable best efforts to make, or cause to be made all filings required of each of them made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. Neither Parent nor the Company shall commit or any of agree (or permit their respective Subsidiaries or Affiliates to commit or agree) with any Governmental Authority to stay, toll or extend any applicable waiting period under the HSR Act or other applicable Antitrust Laws with respect Laws, without the prior written consent of the other (such consent not to be unreasonably withheld or delayed). Parent shall have the transactions contemplated hereby right to direct, lead, and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, and, in any event, within ten (10) Business Days after the date of this Agreement in the case of all filings required under make final decisions regarding strategy relating to the HSR Act and within four (4) weeks in the case of all other filings required by other Antitrust Laws, (ii) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law jurisdiction in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication withhereby consistent with its obligations hereunder, and provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction and permit the other party subject to review in advance any proposed communication by such party to any Governmental Authority. No party hereto shall independently participate in any formal meeting with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall consult and cooperate with one another in connection good faith consultation with the matters described in this Section 6.4, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust LawsCompany.

Regulatory Approvals. (a) Each Buyer and Sellers shall as promptly as practical, but in no event later than one hundred twenty (120) days following the execution and delivery of Newcothis Agreement (or such later date as the parties shall mutually agree), Purchaser, REG each file with the United States Federal Trade Commission (the “FTC”) and the Company shall use their respective commercially reasonable efforts to United States Department of Justice (ithe “DOJ”) make or cause to be made all filings required of each of them or any of their respective Subsidiaries or Affiliates the Notification and Report Form under the HSR Act or other Antitrust Laws required in connection with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, Ancillary Agreements and as promptly as practicablepracticable supply any additional information, including seeking early terminationif any, andrequested in connection herewith pursuant to the HSR Act. Any such Notification and Report Form and additional information, if any, submitted to the FTC or the DOJ shall be in substantial compliance with the requirements of the HSR Act. Buyer and Sellers shall jointly and on an equal basis, direct the process, positions taken and the regulatory action requested in connection with the filings and the requirements of the HSR Act. Each of Buyer and Sellers shall furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any filing or submission which is necessary under the HSR Act and shall give each other reasonable opportunity to comment on any such submission (other than confidential information or documents not created for purposes of such submission). Each of Buyer and Sellers shall keep the other apprised in a prompt manner of the status and substance of any communications with, and inquiries or requests for additional information from, the FTC and the DOJ, shall comply promptly with any such inquiry or request and shall give each other a reasonable opportunity to participate in any eventsuch communications and to comment on any proposed written communications. Notwithstanding the foregoing, within ten (10) Business Days after no Party shall be required to disclose to another Party any privileged or competitively sensitive information of such Party or any of its Affiliates. Each of Buyer and Sellers shall use its reasonable efforts to obtain, and shall reasonably cooperate with each other in obtaining, the date termination or expiration of this Agreement in the case of all filings any applicable waiting period required under the HSR Act and within four (4) weeks for the consummation of the transactions contemplated hereby; provided, however, that such “reasonable efforts” shall not require Sellers to agree to any term, condition, restriction, imposed liability or other provision required by the FTC or DOJ that would reasonably be expected to result in a significant reduction in the case expected benefits of all the Transactions to Sellers, and shall not require Buyer or any Buyer Affiliate to agree to any term, condition, restriction, imposed liability or other filings provision required by other Antitrust Lawsthe FTC or DOJ that is materially adverse to the operations or the business of Buyer or the Buyer Affiliates, (ii) comply at taken as a whole, or the earliest practicable date with any request Companies, taken as a whole. The cost of filing fees under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request borne by the FTC, the Antitrust Division or any other Governmental Authority. Each Party incurring such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. No party hereto shall independently participate in any formal meeting with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall consult and cooperate with one another in connection with the matters described in this Section 6.4, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust Lawsfees.

Regulatory Approvals. As soon as may be reasonably practicable (aand in any event within ten (10) Each calendar days) following the execution and delivery of Newcothis Agreement, Purchaser, REG each of Parent and the Company shall use their respective commercially reasonable efforts file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby (iincluding the Merger) make as required by the HSR Act, as well as comparable pre-merger notification filings, forms and submissions with any foreign Governmental Authority that may be required by the Antitrust Laws of any applicable foreign jurisdiction or cause be deemed desirable by Parent, in each case as Parent may deem necessary and/or appropriate. Each of Parent and the Company shall (a) cooperate and coordinate with the other in the making of such filings, (b) supply the other with any information that may be required in order to effectuate such filings, and (c) supply any additional information that reasonably may be made all filings required or requested by the FTC, the DOJ or the competition or merger control authorities of each any other jurisdiction and that Parent reasonably deems necessary and/or appropriate. Each party hereto shall promptly inform the other party or parties hereto, as the case may be, of them any communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement (including the Merger), including promptly furnishing the other with copies of notices or other written communications received by the Company or Parent, as the case may be, or any of their respective Subsidiaries Subsidiaries, from any Governmental Authority and/or third party with respect to such transactions. If any party hereto or Affiliates under the HSR Act Affiliate thereof receives a request for additional information or other Antitrust Laws documentary material from any such Governmental Authority with respect to the transactions contemplated hereby and by this Agreement (including the Common Plan AgreementsMerger), then such party shall use reasonable best efforts to make, or cause to be made, as appropriatesoon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. Subject to Applicable Law relating to the exchange of information, Parent and the Company shall each have the right to review in advance, and to the extent practicable each shall consult with the other in connection with, all of the information relating to Parent or the Company, as promptly as practicable, including seeking early termination, and, in any event, within ten (10) Business Days after the date of this Agreement in the case of all filings required under the HSR Act may be, and within four (4) weeks in the case of all other filings required by other Antitrust Laws, (ii) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by either of them or any of their respective Subsidiaries Subsidiaries, that appears in any filing made with, or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or written materials submitted to any other Governmental Authority in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law in connection with the Merger and the other transactions contemplated by this Agreement. Each such In exercising the foregoing rights, each of Parent and the Company shall act reasonably and as promptly as practicable. To the extent practicable under the circumstances, each party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction and permit the other party and its counsel with the opportunity to review in advance any proposed communication by such party to any Governmental Authority. No party hereto shall independently participate in any formal meeting with any Governmental Authority in respect of any such filingsfiling, investigation, investigation or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall consult and cooperate with one another in connection with the matters described transactions contemplated hereby. Notwithstanding any other provision of this Agreement to the contrary, in this Section 6.4no event shall Parent or any of its Affiliates be required to (i) agree or proffer to divest or hold separate (in a trust or otherwise), including or take any other action with respect to, any of the assets or businesses of Parent or any of its Affiliates or, assuming the consummation of the Merger, the Surviving Corporation or any of its Affiliates, (ii) agree or proffer to limit in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made manner whatsoever or submitted by or on behalf not to exercise any rights of ownership of any party hereto relating to proceedings under securities (including the HSR Act Shares) or other Antitrust Laws(iii) enter into any agreement that in any way limits the ownership or operation of any business of Parent, the Company, the Surviving Corporation or any of their respective Affiliates.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG As soon as practicable and the Company shall use their respective commercially reasonable efforts to in no event later than twenty (i20) make or cause to be made all filings required of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, and, in any event, within ten (10) Business Days calendar days after the date of this Agreement in the case of all filings required under the HSR Act and within four (4) weeks in the case of all other filings required by other Antitrust Laws, (ii) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority in respect of such filings or such transactionsAgreement, and (iii) cooperate with each other assuming the full and timely cooperation and assistance of Seller, Purchaser shall prepare and file any applications, notices and filing required in connection with any such filing (including, order to obtain the extent permitted by applicable law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Authority under any Antitrust Laws with respect to any such filing or any such transactionRegulatory Approvals. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party Purchaser shall use commercially reasonable efforts to furnish to obtain each other all information required for any application or other filing to be made pursuant to any applicable law in connection with the transactions contemplated by this Agreement. Each such party shall approval as promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. No party hereto shall independently participate in any formal meeting with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting as reasonably practicable and, to the extent permitted by such Governmental Authoritybest possible, in order to permit the opportunity Closing to attend and/or participateoccur not later than 180 calendar days following the Merger. Subject Seller will use reasonable best efforts to applicable Lawcooperate in connection therewith (including the furnishing of any information and any reasonable undertaking or reasonable commitments which may be required to obtain the Regulatory Approvals). Each party will provide the other with copies of any applications and all correspondence relating thereto prior to filing, other than material filed in connection therewith under a claim of confidentiality. Purchaser also agrees to furnish any reasonable undertaking or reasonable commitment, at no additional out of pocket cost to Purchaser, that may be required in order for Firstar or USB to obtain the Merger Approval. If any regulatory authority shall require the modification of any of the terms and provisions of this Agreement as a condition to granting any Regulatory Approval or the Merger Approvals, the parties hereto shall consult will negotiate in good faith to seek a mutually agreeable adjustment to the terms of the transaction contemplated hereby, such agreement not to be unreasonably withheld. In addition, and cooperate subject to the foregoing, Seller may be required to convey to Purchaser certain additional relationships, such as relationships of Branch or Commercial Banking Group customers who also have other loan or deposit relationships with Seller at other branches. For example, loans associated with checking accounts or depository relationships at more than one another in connection with branch of Seller may be required to be be assigned to the matters described in this Section 6.4branch, including in connection with any analyseswhich may be a Branch, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf where the borrower has the largest aggregate deposit balance. Seller will complete its analysis of any party hereto relating such "split" relationships within fourteen (14) days hereof, and provide such analysis to proceedings under Purchaser. Subject to the HSR Act or terms hereof, such "split" relationships that belong to customers of the Branches, along with such customers, shall be conveyed to Purchaser, and such "split" relationships that belong to customers of other Antitrust Lawsbranches, along with such customers, will remain with Seller. The schedules associated with this Agreement shall be adjusted, by mutual agreement of Seller and Purchaser, accordingly.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG and the Company and Seller (if necessary) shall use their respective commercially reasonable efforts to (i) make or cause to be made all filings required of each of them or any of their respective Subsidiaries subsidiaries or Affiliates under the HSR Act or other Antitrust Regulatory Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, practicable and, in any event, within ten (10) Business Days 30 days after the date of this Agreement in the case of all filings required under the HSR Act and within four (4) weeks 30 days after the date of this Agreement in the case of all other filings required by other Antitrust Regulatory Laws, (ii) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Regulatory Laws for additional information, documents, or other materials received by either each of them or any of their respective Subsidiaries subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority Body in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable lawLaw, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Authority Body under any Antitrust Regulatory Laws with respect to any such filing or any such transaction. Newco Purchaser shall consult and coordinate with Seller and the Company to file or cause to be responsible filed, as promptly as practicable but in no event later than 30 days after the date of this Agreement, any application required to be filed by it, the Seller, the Company and/or the Company Group with FERC pursuant to Section 203 of the Federal Power Act. Purchaser shall consult and cooperate with Seller as to the contents of such application, the applicants thereto and the appropriate time of filing such application and shall respond promptly to any requests for all filing fees additional information made by FERC. Seller shall consult and expenses associated coordinate with Purchaser to file or cause to be filed, as promptly as practicable, any pre-approval application required to be filed by the Seller, the Company, the Company Group and/or the Purchaser with the required filings under FCC pursuant to Section 310 of the HSR Act Communications Act. Purchaser shall consult and all responses cooperate with Seller as to the contents of such application, the applicants thereto and the appropriate time of filing such application and shall respond promptly to any request requests for additional information made by the FTC, the Antitrust Division or any other Governmental AuthorityFCC. Each such party shall use commercially its reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law Law in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Authority Body regarding any such filings or any such transaction and permit the other party to review in advance any proposed communication by such party to any Governmental Authoritytransaction. No party hereto shall independently participate in any formal meeting with any Governmental Authority Body in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental AuthorityBody, the opportunity to attend and/or or participate. Subject to applicable Law, the parties hereto shall will consult and cooperate with one another in connection with the matters described in this Section 6.4, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust Regulatory Laws. Any party may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other parties under this Section 8.4 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials.

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

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

Regulatory Approvals. (a) Each of Newcothe parties shall, Purchaserand shall cause its respective Affiliates to, REG and the Company shall use their respective commercially its reasonable best efforts to (i) take any and all steps to make all required filings and all things necessary, proper or cause advisable to be made all filings required of each of them or any of their respective Subsidiaries or Affiliates under consummate the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, Transactions as promptly as practicable, including seeking early terminationpreparing and filing all documentation to effect all necessary filings, consents, waivers, approvals, authorizations, Permits or Orders from all Governmental Bodies. In furtherance and not in limitation of the foregoing, each of Buyer and, in any eventwhere applicable, within ten the Company undertakes and agrees to make, or cause to be made, with respect to the Transactions, no later than five (105) Business Days after the date hereof, an appropriate filing of this Agreement in the case of all filings required under a Notification and Report Form pursuant to the HSR Act Act. Each of Buyer and within four Company shall, and shall cause its Affiliates to, use reasonable best efforts to (4A) weeks in the case of all other filings required by other Antitrust Laws, (ii) comply at the earliest respond as promptly as practicable date with to any request under inquiries or requests received from any Governmental Body pursuant to the HSR Act or the other Antitrust Laws for and supply any additional information, documents, information or documentation that may be requested and (B) use its reasonable best efforts to cause the waiting periods or other materials received by either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings requirements under the HSR Act and all responses other applicable Antitrust Laws to any request by terminate or expire at the FTCearliest possible date (including with respect to filings under the HSR Act, seeking early termination of the Antitrust Division or any other Governmental Authoritywaiting period under the HSR Act). Each such party The Company, Buyer and their respective Affiliates shall use commercially reasonable efforts to furnish to each other all information required for any application not withdraw their HSR Act filing, or other filing required by Antitrust Law, enter into any agreements to be made pursuant extend any HSR Act waiting period or other waiting period under any Antitrust Law, or enter into any agreements to any applicable law in connection with delay or not to consummate the transactions contemplated by this Agreement. Each such party shall promptly inform Transactions without the prior written consent of the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such hereto. All filings or any such transaction and permit the other party fees related to review in advance any proposed communication by such party to any Governmental Authority. No party hereto shall independently participate in any formal meeting with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall consult and cooperate with one another in connection with the matters described in this Section 6.4, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or any other filings under any other Antitrust Laws.Laws shall be borne by Buyer. 60

Regulatory Approvals. (a) Each Subject to the terms hereof, including Section 6.5(b), each of Newcothe Company, Purchaseron the one hand, REG and Parent and Merger Sub, on the Company other hand, shall use their respective its commercially reasonable efforts to (i) make or cause to be made all filings required of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early terminationobtain from any Governmental Authority or any other third party any consents, andlicenses, in any eventpermits, within ten (10) Business Days after the date of this Agreement in the case of all filings required under the HSR Act and within four (4) weeks in the case of all other filings required by other Antitrust Lawswaivers, (ii) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional informationapprovals, documentsauthorizations, or other materials received orders required to be obtained or made by either of them the Company or Parent or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and Parent and the Company shall reasonably cooperate (including with respect to the sharing of their respective confidential information), and cause their respective Subsidiaries to reasonably cooperate, to give such notices and obtain such consents. (ii) defend any lawsuits or Affiliates from other legal proceedings, whether judicial or administrative, challenging this Agreement or the U.S. Federal Trade Commission (“FTC”), the Antitrust Division consummation of the U.S. Department of Justice (the “Antitrust Division”) transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority in respect of such filings vacating or such transactionsreversed, and (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the transactions contemplated by this Agreement required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities Laws and (B) any other applicable Law and (iv) execute and deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. The Company and Parent shall cooperate with each other in connection with any the making of all such filing (includingfilings, to the extent permitted by applicable law, including providing copies of all such documents to the non-filing parties party and its advisors prior to filing and considering and, if requested, accepting all reasonable additions, deletions or changes suggested in connection therewith) . The Company and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party Parent shall use their respective commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law Law in connection with the transactions contemplated by this Agreement. Each such party In connection with and without limiting the foregoing, the Company and Parent shall promptly inform use commercially reasonable efforts to (x) take all action necessary to ensure that no domestic or non-U.S. Competition Law is or becomes applicable to this Agreement or the other parties hereto of any oral communication with, transactions contemplated hereby and provide copies of written communications with, any Governmental Authority regarding (y) if any such filings Competition Law becomes applicable to this Agreement or any such transaction and permit the other party transactions contemplated hereby, take all action necessary to review in advance any proposed communication ensure that the transactions contemplated by such party to any Governmental Authoritythis Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement. No party hereto shall independently participate in any formal meeting with any Governmental Authority in respect For the avoidance of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Authoritydoubt, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall consult Company and cooperate with one another in connection with the matters described Parent agree that nothing contained in this Section 6.46.5(a) shall modify or affect their respective rights and responsibilities under Section 6.5(b). Notwithstanding anything to the contrary, including in connection with no party shall be required to furnish any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made document or submitted by information to any other party if furnishing such document or on behalf of information (i) would reasonably be expected to cause any party hereto relating or any of the parties’ Subsidiaries to proceedings under lose the HSR Act benefit of attorney-client privilege, (ii) conflicts with such party’s confidentiality obligations or other Antitrust Laws(iii) is prohibited by applicable Law.

Regulatory Approvals. (a) Each of Newco, Purchaser, REG and the Company Parties shall use their respective its commercially reasonable efforts to (i) make or cause to be made cooperate in all filings required of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, and, in any event, within ten (10) Business Days after the date of this Agreement in the case of all filings required under the HSR Act and within four (4) weeks in the case of all other filings required by other Antitrust Laws, (ii) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority in respect of such filings or such transactions, and (iii) cooperate respects with each other in connection with any such filing (including, to the extent permitted by applicable law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested submission with a Governmental Authority in connection therewith) with the Transactions, including by participating as a named party, if necessary, in any filings for obtaining the MPSC Approval or the APSC Approval (which ଁlings shall be made as promptly as practicable after the date hereof), and including by providing the other Parties documents, information and a reasonable opportunity to review and comment thereon in advance, and in connection with resolving any investigation or other inquiry by or before a Governmental Authority relating to the Transactions, including any proceeding initiated by a private Person, (ii) promptly inform the other Party of (and supply to the other Party) any of the FTCcommunication received by such Party from, or given by such Party to, the Antitrust Division or other Governmental Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTCMPSC, the Antitrust Division APSC, or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required for Authority and of any application material communication received or other filing to be made pursuant to any applicable law given in connection with the transactions contemplated any proceeding by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication witha private Person, and provide copies of written communications with, any Governmental Authority in each case regarding any such filings or any such transaction and of the Transactions, (iii) permit the other party Party to review and discuss in advance any proposed communication by such party to any Governmental Authority. No party hereto shall independently participate advance, and consider in any formal meeting with any Governmental Authority in respect good faith the views of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall consult and cooperate with one another in connection with the matters described in this Section 6.4, including Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions opinions, proposals or communications to be submitted or given by it to any Governmental Authority with respect to obtaining the MPSC Approval or the APSC Approval, (iv) coordinate with the other Party in preparing and exchanging such information and promptly provide the other Party (and its counsel) with copies of all filings, presentations, submissions, proposals made or submitted by or on behalf and other communications (and a summary of any party hereto oral presentations or communications) made by such Party with any Governmental Authority relating to proceedings this Agreement or the Transactions with respect to the MPSC Approval or the APSC Approval and (v) consult with each other prior to taking any material position with respect to the filings or applications related to the MPSC Approval or the APSC Approval, in any submissions to or in any discussions with or filings to be submitted to any Governmental Authority. Buyer shall cause the Equity Financing Source and its Affiliates to provide such information as reasonably required for the filings or applications related to the MPSC Approval or the APSC Approval. The Parties shall use commercially reasonable efforts to share information protected from disclosure under the HSR Act attorney-client privilege, work-product doctrine, joint defense privilege or any other Antitrust Lawsprivilege pursuant to this ‎Section 7.05 in a manner so as to preserve the applicable privilege.

Regulatory Approvals. (a) Each of NewcoIf necessary, Purchaser, REG Purchaser and the Company Sellers shall use their respective commercially reasonable efforts to (ia) make or cause to be made all filings required of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, practicable and, in any event, within ten five (105) Business Days after the date of this Agreement in the case of all filings required under the HSR Act and within four five (45) weeks Business Days in the case of all other filings required by other Antitrust Laws, (iib) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by either each of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“the "FTC”"), the Antitrust Division Antitrust Division of the U.S. United States Department of Justice (the “"Antitrust Division Antitrust Division”") or any other Governmental Authority Body in respect of such filings or such transactions, and (iiic) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable law, providing copies of all such documents to the non-filing parties Parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Authority Body under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party Party shall use commercially reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law in connection with the transactions contemplated by this Agreement. Each such party Party shall promptly inform the other parties hereto Parties of any oral communication with, and provide copies of written communications with, any Governmental Authority Body regarding any such filings or any such transaction and permit the other party to review in advance any proposed communication by such party to any Governmental Authoritytransaction. No party Party hereto shall independently participate in any formal meeting with any Governmental Authority Body in respect of any such filings, investigation, or other inquiry without giving the other parties hereto Parties prior notice of the meeting and, to the extent permitted by such Governmental AuthorityBody, the opportunity to attend and/or participate. Subject to applicable Lawlaw, the parties hereto shall Parties will consult and cooperate with one another in connection with the matters described in this Section 6.4, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto Party relating to proceedings under the HSR Act or other Antitrust Laws. Sellers and Purchaser may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 8.4 as "outside counsel only." Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials (Sellers or Purchaser, as the case may be).

Regulatory Approvals. (a) Each of Newco, Purchaser, REG and the Company Party shall use their respective commercially reasonable its best efforts to (i) make or cause to be made all filings required of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, practicable and, in any event, within ten (10) 10 Business Days after the date of this Agreement in the case of all filings required under the HSR Act and within four (4) weeks in the case of all other filings required by other Antitrust Laws, (ii) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by either each of them or any of their respective Subsidiaries subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority Body in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable lawLaw, providing copies of all such documents draft filings to the non-filing parties Parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Authority Body under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party Party shall use commercially reasonable its best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law Law in connection with the transactions contemplated by this Agreement. Each such party Party shall promptly inform the other parties hereto Parties of any oral communication with, and provide copies of written communications with, any Governmental Authority Body regarding any such filings or any such transaction and permit the other party to review in advance any proposed communication by such party to any Governmental Authoritytransaction. No party hereto shall Party may independently participate in any formal meeting with any Governmental Authority Body in respect of any such filings, investigation, or other inquiry without giving the other parties hereto Parties prior notice of the meeting and, to the extent permitted by such Governmental AuthorityBody, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall Parties will consult and cooperate with one another in connection with the matters described in this Section 6.4, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto Party of any Company relating to proceedings under the HSR Act or other Antitrust Laws. Any Party may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other parties under this Section 8.4 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials.