Common use of Regulatory Consents Clause in Contracts

Regulatory Consents. Unless the Company and Parent shall have agreed after consultation with their respective outside counsel that no filing under the HSR Act is required, the waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated. All Governmental Consents set forth in Schedule 7.1(c) and any other notification, waiting period, or approval requirements under the comparable antitrust or competition laws of other applicable foreign jurisdictions in which either party has operations or from which either party derives revenues (which in either case are not de minimis) and which is legally required to be made or obtained at or prior to the Effective Time shall have been made or obtained without the imposition of any term, condition or consequence the acceptance of which would be reasonably likely to have a Company Material Adverse Effect or a Parent Material Adverse Effect (either before or after giving effect to the Merger, and in each case for purposes of this determination, disregarding clause (G) of the definitions of Company Material Adverse Effect and Parent Material Adverse Effect) or requiring the sale, lease, license, transfer, disposition of, divestment or other encumbrance, or the holding separate pending any such action of any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent, the Company or the Surviving Corporation (or any of their respective Subsidiaries or other Affiliates) (other than as contemplated or required by Section 6.5(e)). For purposes of this Agreement, the term “Governmental Consents” shall mean all notices, reports, and other filings made or required to be made prior to the Effective Time by the Company or Parent or any of their respective Subsidiaries with, and all consents, registrations, approvals, permits, clearances and authorizations sought or required to be obtained prior to the Effective Time by the Company or Parent or any of their respective Subsidiaries from, any Governmental Entity in connection with the execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated hereby.

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

Regulatory Consents. Unless the Company and Parent shall have agreed after consultation with their respective outside counsel that no filing under the HSR Act is required, the (i) The waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been earlier terminated. All , (ii) if applicable, the European Commission shall have adopted a decision pursuant to the EC Merger Regulation declaring that the Merger and the other transactions contemplated hereby are compatible with the common market (or such compatibility shall have been deemed to exist under Article 10(6) of the EC Merger Regulation), or, in the event that the European Commission adopts a decision pursuant to Article 9(3)(b) of the EC Merger Regulation (or is deemed to have done so pursuant to Article 9(5) of the EC Merger Regulation) referring the review of all or part of the transactions contemplated hereby to a Governmental Consents set forth in Schedule 7.1(c) and Entity of a member state of the European Union, such Governmental Entity (or any other notificationGovernmental Entity of such member state) shall have granted approval of the transactions or part thereof that were so referred, waiting period, or approval requirements under the comparable antitrust or competition laws of other applicable foreign jurisdictions in which either party has operations or from which either party derives revenues (which in either case are not de minimisiii) all approvals and which is legally authorizations required to be made obtained in respect of the Communications Licenses for the consummation of the Merger shall have been obtained, (iv) all approvals and authorizations required to be obtained for the consummation of the Merger from the foreign Governmental Entities set forth on Section 7.1(b)(iv) of the Parent Disclosure Letter shall have been obtained, (v) all other Governmental Consents required to be obtained from any foreign Governmental Entities for the consummation of the Merger shall have been obtained, except for any failures to obtain such consents that would not, individually or obtained at in the aggregate, reasonably be expected to result in a Specified Material Adverse Effect, and (vi) all other Governmental Consents the failure of which to make or prior obtain would, individually or in the aggregate, provide a reasonable basis to conclude that the Company or its directors or officers would be subject to the Effective Time risk of criminal liability, shall have been made or obtained without the imposition of any term, condition or consequence the acceptance of which would be reasonably likely to have a Company Material Adverse Effect or a Parent Material Adverse Effect (either before or after giving effect to the Merger, and in each case for purposes of this determination, disregarding clause (G) of the definitions of Company Material Adverse Effect and Parent Material Adverse Effect) or requiring the sale, lease, license, transfer, disposition of, divestment or other encumbrance, or the holding separate pending any such action of any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent, the Company or the Surviving Corporation (or any of their respective Subsidiaries or other Affiliates) (other than as contemplated or required by Section 6.5(e))obtained. For purposes of this Agreement, the term “Governmental Consents” shall mean all notices, reports, and other filings made filings, consents, registrations, approvals, permits or authorizations required to be made prior to the Effective Time by the Company or Parent or any of their respective Subsidiaries with, and all consents, registrations, approvals, permits, clearances and authorizations sought or required to be obtained prior to the Effective Time by the Company or Parent or any of their respective Subsidiaries from, any Governmental Entity in connection with the execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated hereby.

Regulatory Consents. Unless the Company and Parent shall have agreed after consultation with their respective outside counsel that no filing under the HSR Act is required, the (i) The waiting period applicable to the consummation of the Merger under the HSR Act and applicable Insurance Laws shall have expired or been terminated. All Governmental Consents set forth in Schedule 7.1(cterminated and (ii) and any other notification, waiting period, or approval requirements under the comparable antitrust or competition laws of other applicable foreign jurisdictions in which either party has operations or from which either party derives revenues (which in either case are not de minimis) and which is legally required to be made or obtained at or prior to the Effective Time shall have been made or obtained without the imposition of any term, condition or consequence the acceptance of which would be reasonably likely to have a Company Material Adverse Effect or a Parent Material Adverse Effect (either before or after giving effect to the Merger, and in each case for purposes of this determination, disregarding clause (G) of the definitions of Company Material Adverse Effect and Parent Material Adverse Effect) or requiring the sale, lease, license, transfer, disposition of, divestment or other encumbrance, or the holding separate pending any such action of any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent, the Company or the Surviving Corporation (or any of their respective Subsidiaries or other Affiliates) (other than as contemplated or required by the filing provided for in Section 6.5(e)). For purposes of this Agreement1.3, the term “Governmental Consents” shall mean all notices, reports, reports and other filings made or required to be made prior to the Effective Time by the Company or Parent or any of their respective Subsidiaries with, and all consents, registrations, approvals, permits, clearances permits and authorizations sought or required to be obtained prior to the Effective Time by the Company or Parent or any of their respective Subsidiaries from, any Governmental Entity in connection with the execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated hereby by the Company, Parent and Merger Sub shall have been made or obtained (as the case may be), other than (in the case of jurisdictions other than the United States, the United Kingdom and the Netherlands) those the failure of which to make or obtain are not, individually or in the aggregate, reasonably likely (as compared to the situation in which they are made or obtained and taking into account all possible consequences to the Parent and its Subsidiaries and the Company and its Subsidiaries of consummating the transactions contemplated by this Agreement without making or obtaining them) (i) to be material to the Company and its Subsidiaries, taken as a whole, (ii) to be material to the Parent and its Subsidiaries, taken as a whole, (iii) to materially and adversely impact the reasonably anticipated economic and business benefits to the Parent and its Subsidiaries of the transactions contemplated hereby, (iv) to result in criminal liability or a more than de minimis civil fine or other penalty against Parent or any of its Subsidiaries, Affiliates or employees or against the Company or any of its Subsidiaries, Affiliates or employees, or (v) to result in Parent and its Subsidiaries being prohibited from conducting, or materially limited in their ability to conduct, business in any jurisdiction (collectively, "Governmental Consents").

Regulatory Consents. Unless Notwithstanding any other provision of this Agreement: (a) To the Company and Parent extent the exercise of any of Foothill's remedies hereunder or under any Loan Document would constitute an assignment or transfer of control of any License that, under then-applicable law, would require the prior consent of, or notification to, the FCC, Foothill shall not exercise such remedy until the FCC shall have agreed after consultation with their respective outside counsel that no filing under the HSR Act is required, the waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated. All Governmental Consents set forth in Schedule 7.1(c) and any other notification, waiting period, or approval requirements under the comparable antitrust or competition laws of other applicable foreign jurisdictions in which either party has operations or from which either party derives revenues (which in either case are not de minimis) and which is legally required to be made or obtained at granted its consent or prior to the Effective Time notice shall have been made given, as the case may be. To the extent that the prior consent of the FCC shall be required under then-applicable law, Foothill agrees not to exercise the rights granted hereunder and under the other Loan Documents to foreclose or obtained without otherwise dispose of the imposition Stock unless and until the FCC shall have granted its prior consent with respect thereto. So long as no Event of any termDefault shall have occurred and be continuing, condition or consequence the acceptance certificates representing such Stock shall remain in the name of which would be reasonably likely the pledgors thereof and such pledgors shall have and exercise all rights of ownership, including the right to have a Company Material Adverse Effect or a Parent Material Adverse Effect (either before or vote such Stock. Upon the occurrence and after giving effect the continuance of an Event of Default, in addition to the Merger, and other remedies provided for in each case for purposes of this determination, disregarding clause (G) of the definitions of Company Material Adverse Effect and Parent Material Adverse Effect) or requiring the sale, lease, license, transfer, disposition of, divestment or other encumbrance, or the holding separate pending any such action of any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent, the Company or the Surviving Corporation (or any of their respective Subsidiaries or other Affiliates) (other than as contemplated or required by Section 6.5(e)). For purposes of this Agreement, the term “Governmental Consents” shall mean all notices, reports, and other filings made or required to be made prior to the Effective Time by the Company or Parent or any of their respective Subsidiaries with, and all consents, registrations, approvals, permits, clearances and authorizations sought or required to be obtained prior to the Effective Time by the Company or Parent or any of their respective Subsidiaries from, any Governmental Entity in connection with the execution and delivery of this Agreement and the consummation other Loan Documents, Foothill or its nominee shall be entitled, subject to the prior approval of the Merger FCC to the extent required, to transfer to or register the Stock in the name of Foothill or its nominee, and to vote and exercise all of the power of an owner with respect to such Stock. (b) Each Loan Party covenants that, in the event that the consent of, or notification to, the FCC is required, it shall cooperate fully in causing to be filed all such applications and notices in order to obtain such consent or give such notice, and to take any other such actions as Foothill may reasonably request, including without limitation preparing and executing the transferor's or assignor's portion of any transfer of control or assignment application with the FCC. (c) Without prejudice to Section 6.19(b), if an Event of Default shall have occurred and be continuing, each Loan Party shall take any lawful action which Foothill may request in order to transfer and assign to Foothill, or to such one or more third parties as Foothill may designate, or to a combination of the foregoing, each License or Permit held or controlled by such Loan Party. Foothill is hereby empowered, to the extent permitted by applicable law, to request the appointment of a receiver from any court of competent jurisdiction and each Loan Party hereby irrevocably consents to, and agrees not to contest, appointment of such receiver. Such receiver may be instructed by Foothill to seek from the FCC an involuntary transfer of control of each such License or Permit for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Loan Party hereby agrees to authorize such involuntary transfer of control upon the request of the receiver so appointed and, if such Loan Party shall refuse to authorize the application for a transfer, its approval may be required by the court. (d) Each Loan Party acknowledges that the assignment or transfer of each License and Permit is integral to Foothill's realization of the value of the Collateral, that there is no adequate remedy at law for failure by any such Loan Party to comply with the provisions of this Section 6.19, and that such failure would not be adequately compensable in damages, and therefore agrees, without limiting the right of Foothill to seek and obtain specific performance of the other transactions contemplated herebyobligations of such Loan Party contained in this Agreement and in the other Loan Documents, that the agreements contained in this Section 6.19 may be specifically enforced.

Regulatory Consents. Unless the Company and Parent shall have agreed after consultation with their respective outside counsel that no filing under the HSR Act is required, the (i) The waiting period applicable to the consummation of the Merger under the HSR Act and applicable Insurance Laws shall have expired or been terminated. All Governmental Consents set forth terminated and (ii) other than the filing provided for in Schedule 7.1(c) Section 1.4 and any other notificationfilings, waiting periodif any, or approval requirements required under the comparable antitrust or competition laws of other applicable foreign jurisdictions in which either party has operations or from which either party derives revenues (which in either case are not de minimis) and which is legally required to be made or obtained at or prior to the Effective Time shall have been made or obtained without the imposition of any term, condition or consequence the acceptance of which would be reasonably likely to have a Company Material Adverse Effect or a Parent Material Adverse Effect (either before or after giving effect to the Merger, and in each case for purposes of this determination, disregarding clause (G) environmental transfer acts of the definitions states of Company Material Adverse Effect New Jersey and Parent Material Adverse Effect) or requiring the saleConnecticut, lease, license, transfer, disposition of, divestment or other encumbrance, or the holding separate pending any such action of any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent, the Company or the Surviving Corporation (or any of their respective Subsidiaries or other Affiliates) (other than as contemplated or required by Section 6.5(e)). For purposes of this Agreement, the term “Governmental Consents” shall mean all notices, reports, reports and other filings made or required to be made prior to the Effective Time by Spinco, the Company or Parent or any of their respective Subsidiaries or Joint Ventures with, and all consents, registrations, approvals, permits, clearances permits and authorizations sought or required to be obtained prior to the Effective Time by Spinco, the Company or Parent or any of their respective Subsidiaries or Joint Ventures from, any Governmental Entity in connection with the execution and delivery of this Agreement the Transaction Agreements and the consummation of the Merger and the other transactions contemplated hereby and thereby by Spinco, the Company, Parent and Merger Sub shall have been made or obtained (as the case may be), other than (in the case of jurisdictions other than the United States, the Netherlands, the People's Republic of China, Hong Kong, Mexico, Poland, Malaysia and Taiwan) those the failure of which to make or obtain are not, individually or in the aggregate, reasonably likely (as compared to the situation in which they are made or obtained and taking into account all possible consequences to Parent and its Subsidiaries, Spinco and its Subsidiaries and the Company and its Subsidiaries and Joint Ventures of consummating the transactions contemplated by the Transaction Agreements without making or obtaining them) (A) to be material to the Company and its Subsidiaries and Joint Ventures, taken as a whole, (B) to be material to Parent and its Subsidiaries, taken as a whole, (C) to materially and adversely impact the reasonably anticipated economic and business benefits to Parent and its Subsidiaries of the transactions contemplated hereby, (D) to result in criminal liability or a more than de minimis civil fine or other penalty against Parent or any of its Affiliates, joint ventures or employees or against the Company or any of its Affiliates, Joint Ventures or employees or (E) to result in Parent and its Subsidiaries and joint ventures being prohibited from conducting, or materially limited in their ability to conduct, business in any jurisdiction (collectively, "Governmental Consents"). (i) No court or Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law (including any Insurance Law) (whether temporary, preliminary or permanent) (collectively, an "Order") that is in effect and restrains, enjoins or otherwise prohibits consummation of the Spin-Off or the Merger. (ii) No Governmental Entity shall have instituted or threatened to institute any proceeding that seeks such an Order.

Regulatory Consents. Unless the Company and Parent shall have agreed after consultation with their respective outside counsel that no filing (i) All required filings under the HSR Act is required, the shall have been made and any applicable waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated. . (ii) All Governmental Consents set forth in Schedule 7.1(c) and any other notification, waiting period, or approval requirements under the comparable antitrust or competition laws of other applicable foreign jurisdictions in which either party has operations or from which either party derives revenues (which in either case are not de minimis) and which is legally required to be made or obtained at or prior to the Effective Time shall have been made or obtained without the imposition of any term, condition or consequence the acceptance of which would be reasonably likely to have a Company Material Adverse Effect or a Parent Material Adverse Effect (either before or after giving effect to the Merger, and in each case for purposes of this determination, disregarding clause (G) of the definitions of Company Material Adverse Effect and Parent Material Adverse Effect) or requiring the sale, lease, license, transfer, disposition of, divestment or other encumbrance, or the holding separate pending any such action of any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent, the Company or the Surviving Corporation (or any of their respective Subsidiaries or other Affiliates) (other than as contemplated or required by Section 6.5(e)). For purposes of this Agreement, the term “Governmental Consents” shall mean all notices, reports, reports and other filings made or required to be made prior to the Effective Time Contribution Closing by CSC, Parent or the Company or Parent or any of their respective Subsidiaries with, and all consents, registrations, approvals, permits, clearances permits and authorizations sought or required to be obtained prior to the Effective Time Contribution Closing by CSC, Parent or the Company or any of their respective Subsidiaries from, (i) the franchise authorities with respect to 100% of the total subscribers in the Contributed Systems and the Parent Systems in connection with the execution and delivery of this Agreement and the consummation of the Contribution shall have been made or obtained, as the case may be, and (ii) any Governmental Entity, which non-franchise authority reports, filings, consents, registrations, approvals, permits and authorizations are noted with a double asterisk in Section 5.1(d) of the Company Disclosure Letter, or with a double asterisk in Section 5.2(e) of the Parent Disclosure Letter in connection with the execution and delivery of this Agreement and the consummation of the Contribution shall have been made or obtained, as the case may be. Notwithstanding the condition precedent in the foregoing clause (i), in the event that consents, approvals and authorizations are obtained with respect to at least 90% of the total subscribers in the Contributed Systems and the Parent Systems, Parent may, in its sole discretion, waive such condition, which shall then be deemed satisfied and fulfilled, and CSC, Parent and the Company shall cooperate with each other and use all reasonable best efforts to minimize any adverse effects that may result from consummating the Contribution Closing without obtaining all consents, approvals and authorizations from franchise authorities and in furtherance thereof negotiate in good faith to implement, if necessary, a transaction structure so that after the Contribution Closing the aggregate net economic benefit of all of the Contributed Systems shall inure to the benefit of and accrue to Parent with requisite control of necessary Contributed Systems remaining with the Company or its Subsidiaries. (iii) Other than as described in Section 7.2(b)(ii), all notices, reports and filings required to be made prior to the Contribution Closing by CSC, Parent or the Company or any of their respective Subsidiaries with, and all other consents, registrations, approvals, permits and authorizations required to be obtained prior to the Contribution Closing by CSC, Parent or the Company or any of their respective Subsidiaries from, any Governmental Entity in connection with the execution and delivery of this Agreement and the consummation of the Merger and Contribution shall have been made or obtained (as the case may be), except those that the failure to make or to obtain are not, individually or in the aggregate, reasonably likely to have a Parent Material Adverse Effect or a Contributed Systems Material Adverse Effect or to provide a reasonable basis to conclude that the parties hereto or any of their affiliates or respective directors, officers, agents, advisors or other transactions contemplated herebyrepresentatives would be subject to the risk of criminal liability.

Regulatory Consents. Unless the Company and Parent shall have agreed after consultation with their respective outside counsel that no filing under the HSR Act is required, the (i) The waiting period applicable to the consummation of the Merger transactions contemplated by this Agreement and the Arrangement under the HSR Act shall have expired or been terminated. All Governmental Consents set forth in Schedule 7.1(c; (ii) and any other notification, waiting periodParent shall have received written evidence that the Minister designated under the Investment Canada Act (the “Minister”) is satisfied, or approval requirements under the comparable antitrust or competition laws of other applicable foreign jurisdictions in which either party has operations or from which either party derives revenues (which in either case are not de minimis) and which Minister is legally required deemed to be made or obtained at or prior satisfied, that the transactions contemplated by this Agreement are likely of net benefit to Canada, on terms and conditions reasonably satisfactory to Parent; (iii) if the Effective Time transactions contemplated by this Agreement are notifiable pursuant to Part IX of the Competition Act, (A) an advance ruling certificate (an “ARC”) shall have been made issued in accordance with Section 102 of the Competition Act by the Commissioner of Competition (the “Commissioner”) appointed under the Competition Act or obtained without (B) Parent shall have been advised in writing by the imposition Commissioner that the Commissioner is of the view, at that time, that, in effect, grounds do not exist to initiate proceedings before the Competition Tribunal under the merger provisions of the Competition Act in respect of the transactions contemplated by this Agreement and that any term, condition or consequence terms and conditions attached to any such advice shall be acceptable to Parent acting reasonably (a “no-action letter”) and either the acceptance of which would be reasonably likely to Commissioner shall have issued a Company Material Adverse Effect or a Parent Material Adverse Effect (either before or after giving effect to the Merger, and in each case for purposes of this determination, disregarding clause (Gwaiver under Section 113(c) of the definitions Competition Act of Company Material Adverse Effect and Parent Material Adverse Effect) or requiring the sale, lease, license, transfer, disposition of, divestment or other encumbrance, obligation to notify the Commissioner under Part IX of the Competition Act or the holding separate pending any such action waiting period under Section 123 of any assets, licenses, operations, rights, product lines, businesses the Competition Act shall have expired or interest therein of Parent, the Company or the Surviving Corporation been waived; and (or any of their respective Subsidiaries or other Affiliatesiv) (other than as contemplated or required by Section 6.5(e)). For purposes of this Agreement, the term “Governmental Consents” shall mean all notices, reports, reports and other filings made or required to be made prior to the Effective Time by the Company or Parent or any of their respective Subsidiaries with, and all consents, registrations, approvals, permits, clearances permits and authorizations sought or required to be obtained prior to the Effective Time by the Company or Parent or any of their respective Subsidiaries from, those Governmental Entities listed on Schedule 4.1(e)(iv) and any other Governmental Entity (collectively, “Governmental Consents”) in connection with the execution and delivery of this Agreement and the consummation of the Merger transactions contemplated by this Agreement and the Arrangement by the Company and Parent shall have been made or obtained (as the case may be), other transactions contemplated herebythan any Governmental Consents from such other Governmental Entities the failure of which to make or obtain would not have a Parent Material Adverse Effect or subject any Person to any risk of criminal liability.

Regulatory Consents. Unless the Company and Parent shall have agreed after consultation with their respective outside counsel that no filing under the HSR Act is required, the (i) The waiting period periods applicable to the consummation of the Merger under (A) the HSR Act and (B) applicable Insurance Laws shall have expired or been terminated. All Governmental Consents set forth , (ii) confirmation having been received by Parent from the United Kingdom Office of Fair Trading or the appropriate United Kingdom government minister, in Schedule 7.1(c) terms reasonably satisfactory to Parent and any other notificationthe Company, waiting periodthat the United Kingdom Secretary of State for Trade and Industry does not intend to refer the transactions contemplated by this Agreement, or approval requirements under the comparable antitrust or competition laws of other applicable foreign jurisdictions in which either party has operations or from which either party derives revenues (which in either case are not de minimis) and which is legally required to be made or obtained at or prior any matters arising therefrom, to the Effective Time United Kingdom Competition Commission (iii) the transactions contemplated hereby shall have been made approved by the OTS or obtained without the imposition parties shall have mutually determined that no such approval is required, (iv) solely to the extent required by a change in applicable Law or the interpretation of any term, condition applicable Law by a United Kingdom court or consequence the acceptance of which would be reasonably likely to have a Company Material Adverse Effect tribunal or a Parent Material Adverse Effect (either before or after giving effect to change in structure of the Mergertransaction as permitted by Section 1.4 hereof, and in each case for purposes occurring after the date hereof, any special consent of this determination, disregarding clause (G) H.M. Treasury pursuant to Section 765 of the definitions of Company Material Adverse Effect Income and Corporation Taxes Act 1988 with respect to the transactions contemplated by this Agreement shall, if required by Law, have been obtained in a form reasonably satisfactory to Parent Material Adverse Effectand the Company, and (v) or requiring the sale, lease, license, transfer, disposition of, divestment or other encumbrance, or the holding separate pending any such action of any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent, the Company or the Surviving Corporation (or any of their respective Subsidiaries or other Affiliates) (other than as contemplated or required by the filing provided for in Section 6.5(e)). For purposes of this Agreement1.3, the term “Governmental Consents” shall mean all notices, reports, reports and other filings made or required to be made prior to the Effective Time by the Company or Parent or any of their respective Subsidiaries or affiliates, or the Depositary (and, as applicable, its parent undertakings) or any custodian under the Deposit Agreement with, and all consents, registrations, approvals, permits, clearances permits and authorizations sought or required to be obtained prior to the Effective Time by the Company or Parent or any of their respective Subsidiaries or affiliates or the Depositary (or, as applicable, its parent undertakings) or any custodian under the Deposit Agreement from, any Governmental Entity ((i) through (v) collectively, "GOVERNMENTAL CONSENTS"), in connection with the execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated herebyhereby (other than Governmental Consents the failure of which to expire, to terminate or to be obtained or made is not reasonably likely to result, individually or in the aggregate, in the imposition on Parent, the Company, the Surviving Corporation or any of their respective Subsidiaries or affiliates, or the Depositary (or, as applicable, its parent undertakings) or any custodian under the Deposit Agreement, of a criminal penalty or material civil penalties) shall have been made or obtained (as the case may be), and no such Governmental Consent shall impose a Burdensome Condition; provided, however, that no party that has previously agreed to accept a particular Burdensome Condition in respect of a Governmental Consent shall be permitted to assert the existence of such Burdensome Condition as a reason for the failure of the condition set forth in this Section 7.1(c) to be satisfied.

Regulatory Consents. Unless the Company and Parent shall have agreed after consultation with their respective outside counsel that no filing under the HSR Act is required, the (i) The waiting period applicable to the consummation of the Merger Amalgamation under the HSR Act shall have expired or been terminated. All , (ii) the requisite Governmental Consents set forth in Schedule 7.1(cEntities shall have approved the Transfer Applications, (iii) and any other notification, waiting period, consents or approval requirements under the comparable antitrust or competition laws of other applicable foreign jurisdictions in which either party has operations or approvals from which either party derives revenues (which in either case are not de minimis) and which is legally OFAC required to be made or obtained at or prior to complete the Effective Time transactions contemplated hereby shall have been made or obtained without the imposition of any termobtained, condition or consequence the acceptance of which (iv) applicable procedures under Exon-Fxxxxx shall have been completed and no action in connection with Exon-Fxxxxx shall have been taken that would be reasonably likely to have cause a Company Material Adverse Effect or a Parent Material Adverse Effect (either before or after giving effect to the Merger, and in each case for purposes of this determination, disregarding clause (G) of the definitions of an Amalgamated Company Material Adverse Effect Effect, (v) any filings required under the AECA and the ITAR have been made and all appropriate waiting periods have expired, lapsed or been terminated and/or all required approvals have been granted, (vi) the Required Company Consents and the Required Parent Material Adverse EffectConsents shall have be made or obtained, and (vii) or requiring the sale, lease, license, transfer, disposition of, divestment or all other encumbrance, or the holding separate pending any such action of any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent, the Company or the Surviving Corporation (or any of their respective Subsidiaries or other Affiliates) (other than as contemplated or required by Section 6.5(e)). For purposes of this Agreement, the term “Governmental Consents” shall mean all notices, reports, applications and other filings made or required to be made prior to the Effective Time by the Company or Parent or any of their respective Subsidiaries with, and all consents, registrations, approvals, permits, clearances and authorizations sought or required to be obtained prior to the Effective Time by the Company or Parent or any of their respective Subsidiaries from, any Governmental Entity (collectively, “Governmental Consents”) in connection with the execution and delivery of this Agreement, the Amalgamation Agreement and the Sub Amalgamation Agreement and the consummation of the Merger Amalgamation, the Sub Amalgamation and the other transactions contemplated herebyby this Agreement, the Amalgamation Agreement and the Sub Amalgamation Agreement by the Company, Bermuda Limited, Parent, Amalgamation Sub and Amalgamation Sub Two shall have been made or obtained (as the case may be), except, in the case of clause (vii), those the failure to make or to obtain which, individually or in the aggregate, have not had, or would not reasonably be expected to have, a Company Material Adverse Effect or an Amalgamated Company Material Adverse Effect.

Regulatory Consents. Unless All authorizations, consents, orders or approvals of, or declarations or filings with, and all expirations of waiting periods imposed by, any governmental body, agency or official (all of the Company and Parent shall have agreed after consultation with their respective outside counsel that no filing under the HSR Act is requiredforegoing, the waiting period applicable to "REGULATORY CONSENTS") which are necessary for the consummation of the Merger under transactions contemplated hereby, other than immaterial Regulatory Consents the HSR Act shall failure to obtain which would have expired or been terminated. All Governmental Consents set forth in Schedule 7.1(c) no material adverse effect on the consummation of the transactions contemplated hereby and any other notificationno Company Material Adverse Effect, waiting period, or approval requirements under are listed on the comparable antitrust or competition laws of other applicable foreign jurisdictions in which either party has operations or from which either party derives revenues (which in either case are not de minimis) COMPANY SCHEDULE and which is legally required to be made or obtained at or prior to the Effective Time shall have been made filed, have occurred or have been obtained without (all such permits, approvals, filings and consents and the lapse of all such waiting periods being referred to as the "REQUISITE REGULATORY APPROVALS") and all such Requisite Regulatory Approvals shall be in full force and effect, provided, however, that a Requisite Regulatory Approval shall not be deemed to have been obtained if in connection with the grant thereof there shall have been an imposition by any state or federal governmental body, agency or official of any termcondition, condition requirement, restriction or consequence the acceptance change of regulation, or any other action directly or indirectly related to such grant taken by such governmental body, which would reasonably be reasonably likely expected to either have a Company Material Adverse Effect or a prevent Parent Material Adverse Effect (either before or after giving effect to from realizing, in its reasonable opinion, in all material respects the Merger, and in each case for purposes of this determination, disregarding clause (G) economic benefits of the definitions of Company Material Adverse Effect and Parent Material Adverse Effect) or requiring the sale, lease, license, transfer, disposition of, divestment or other encumbrance, or the holding separate pending any such action of any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent, the Company or the Surviving Corporation (or any of their respective Subsidiaries or other Affiliates) (other than as transactions contemplated or required by Section 6.5(e)). For purposes of this Agreement, the term “Governmental Consents” shall mean all notices, reports, and other filings made or required to be made prior to the Effective Time by the Company or Parent or any of their respective Subsidiaries with, and all consents, registrations, approvals, permits, clearances and authorizations sought or required to be obtained prior to the Effective Time by the Company or Parent or any of their respective Subsidiaries from, any Governmental Entity in connection with the execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated herebythat Parent currently anticipates receiving therefrom.

Regulatory Consents. Unless (a) In connection with the Company transactions contemplated by this Agreement, Acquiror shall (and, to the extent required, shall cause its Affiliates to) (i) promptly, but in no event later than ten (10) Business Days after the date of this Agreement, comply with the notification and Parent reporting requirements of the HSR Act and (ii) with respect to each other Regulatory Consent, as promptly as practicable, prepare and file all filings, requests, registrations and notices necessary to obtain such Regulatory Consent. Without limiting anything set forth in this Section 7.1, Acquiror and Merger Sub shall have agreed after consultation use reasonable best efforts to, as promptly as practicable (A) substantially comply with their respective outside counsel that no filing any Information or Document Requests (including certifying substantial compliance with any so-called “second request” (or similar request)) and (B) obtain the Regulatory Consents. (b) Acquiror shall, and shall cause its Affiliates to, cooperate in good faith with the Regulatory Consent Authorities and other Governmental Authorities and use reasonable best efforts to undertake (and cause its Affiliates to undertake) promptly any and all action required to (x) obtain termination or expiration of the waiting period or comparable period under the HSR Act is requiredand otherwise obtain any other Regulatory Consent, and (y) complete lawfully the waiting period applicable transactions contemplated by this Agreement as soon as practicable (but in any event prior to the Termination Date) and use reasonable best efforts to take any and all action necessary or advisable to avoid, prevent, eliminate or remove the actual or threatened commencement of any Action in any forum by or on behalf of any Regulatory Consent Authority or other Governmental Authority or the issuance of any Governmental Order or other Law that would delay, enjoin, prevent, restrain or otherwise prohibit the consummation of the transactions contemplated by this Agreement (including the Merger), including by (i) proffering, negotiating and consenting or agreeing to a Governmental Order or other agreement providing for (A) the sale, divestiture, licensing or other disposition, or the holding separate, of any assets, interests, businesses, or business units or divisions of the Company or its Subsidiaries, (B) the termination, creation, amendment or assignment of relationships, ventures and contractual rights and obligations of the Company or its Subsidiaries or Acquiror or its Subsidiaries, or (C) the limitation, restriction or modification of the conduct, management or ownership of any assets, interests, businesses or operations of the Company or its Subsidiaries or Acquiror or its Subsidiaries or any action, agreement or commitment that limits the freedom of action, ownership or control with respect to, or the ability to retain or hold, any of the businesses, interests or assets of the Company or its Subsidiaries or Acquiror or its Subsidiaries and (ii) promptly effecting any of the foregoing described in clause (i) of this Section 7.1(b), or any other action, in each case, at such time as may be necessary to permit the lawful consummation of the transactions contemplated hereby on or prior to the Termination Date (clauses (i) and (ii), the “Remedial Actions”); provided, however, that (1) with respect to any Remedial Action described in clause (i)(A) above, such Remedial Action shall be limited to the assets, interests, businesses or operations of the Company or its Subsidiaries and there shall be no requirement to take any such action that relates to, affects, or includes any assets, interests, businesses or operations of Acquiror or its Affiliates, (2) with respect to any Remedial Action described in clauses (i)(B) or (i)(C) above involving Acquiror or its Affiliates, there shall be no requirement to take any such action that relates to, affects, or includes any assets, interests, businesses or operations of Acquiror or its Affiliates, other than (x) so-called behavioral remedies or other similar actions that would result in a de minimis effect on Acquiror and its Subsidiaries and (y) actions that relate to the business lines being acquired pursuant to the Merger and which would not reasonably be expected to be materially detrimental to the benefits Acquiror and its Affiliates expect as a result of the transactions contemplated by this Agreement (for the avoidance of doubt, the foregoing clauses (i)(B) and (i)(C) shall not be construed to imply any obligation on Acquiror to dispose of, or hold separate, any assets, interests, businesses, or business units or divisions of Acquiror or its Subsidiaries), and (3) neither Acquiror nor any of its Affiliates shall be required to take any Remedial Action that, individually or in the aggregate, would result in a Material Adverse Effect. In furtherance and not in limitation of the provisions of this Section 7.1 and Section 8.1, if any Action, including any proceeding by a private party or a Governmental Authority, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Law, Acquiror shall use (and shall cause its Affiliates to use) its and their reasonable best efforts to contest and resist any such Action and to have vacated, lifted, reversed or overturned any Governmental Order or other Law, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, delays or restricts consummation of the transactions contemplated by this Agreement. The entry by any Regulatory Consent Authority or other Governmental Authority in any Action of a Governmental Order or other Law permitting the consummation of the transactions contemplated hereby but requiring the taking of any Remedial Action required to be taken pursuant to this Section 7.1(b) shall not be deemed a failure to satisfy any condition specified in Section 9.1 or Section 9.2 and no actions taken pursuant to this Section 7.1(b) shall be considered for purposes of determining whether any condition specified in Section 9.1 or Section 9.2 has been satisfied. (c) Acquiror shall promptly furnish to the Company copies of any material notices or written communications received by Acquiror or any of its Affiliates from any Regulatory Consent Authority or other Governmental Authority with respect to the transactions contemplated by this Agreement, and Acquiror and its Affiliates shall permit counsel to the Company an opportunity to review in advance, and Acquiror shall consider in good faith the views of such counsel in connection with, any proposed material written communications by Acquiror or its Affiliates to any Regulatory Consent Authority or other Governmental Authority concerning the transactions contemplated by this Agreement. Acquiror agrees to provide the Company and its counsel the opportunity, on reasonable advance notice, to participate in any material meetings or discussions, either in person, video conference or by telephone, between Acquiror or any of its Affiliates, agents or advisors, on the one hand, and any Regulatory Consent Authority or other Governmental Authority, on the other hand, concerning or in connection with the transactions contemplated hereby. Subject to the provisions of Section 6.3 and this Section 7.1, (i) Acquiror shall be entitled to lead and control all aspects of the parties’ strategy in furtherance of the parties’ respective obligations pursuant to Section 6.3 and Section 7.1 to obtain the Regulatory Consents (after considering in good faith the views of the Company) and (ii) with respect to any determinations relating to whether to extend any waiting, review or comparable period under the HSR Act or other Antitrust Laws, including entering into any agreement with any Governmental Authority not to consummate the transactions contemplated by this Agreement for some period of time, Acquiror and Company shall use their reasonable best efforts to jointly evaluate and consider such determination, and each of the parties shall consult and cooperate in all respects with one another, and consider in good faith the views of one another; provided that, without limiting the foregoing, in the event of any disagreement concerning any such determinations, Acquiror shall make the final determination; provided, further, that, for the avoidance of doubt, Acquiror and its Affiliates shall not enter into any so-called timing or other similar agreement with any Governmental Authority that would have expired the effect of delaying the consummation of the transactions contemplated by this Agreement beyond the Termination Date or been terminated. All Governmental Consents set forth in Schedule 7.1(cagreeing to not consummate the transactions contemplated by this Agreement. (d) Acquiror shall be solely responsible for and any other notification, waiting period, or approval requirements under the comparable antitrust or competition laws of other applicable foreign jurisdictions in which either party has operations or from which either party derives revenues (which in either case are not de minimis) and which is legally required to be made or obtained at or prior pay all filing fees payable to the Effective Time shall have been made or obtained without the imposition of any term, condition or consequence the acceptance of which would be reasonably likely to have a Company Material Adverse Effect or a Parent Material Adverse Effect (either before or after giving effect to the Merger, and in each case for purposes of this determination, disregarding clause (G) of the definitions of Company Material Adverse Effect and Parent Material Adverse Effect) or requiring the sale, lease, license, transfer, disposition of, divestment or other encumbrance, or the holding separate pending any such action of any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent, the Company or the Surviving Corporation (or any of their respective Subsidiaries or other Affiliates) (other than as contemplated or required by Section 6.5(e)). For purposes of this Agreement, the term “Governmental Consents” shall mean all notices, reports, and other filings made or required to be made prior to the Effective Time by the Company or Parent or any of their respective Subsidiaries with, and all consents, registrations, approvals, permits, clearances and authorizations sought or required to be obtained prior to the Effective Time by the Company or Parent or any of their respective Subsidiaries from, any Governmental Entity Regulatory Consent Authorities in connection with the execution transactions contemplated by this Agreement. (e) Acquiror shall not, and delivery shall cause its controlled Affiliates not to, acquire or agree to acquire equity or assets of, or other interests in, or merge or consolidate with (or agree to merge or consolidate with), any corporation, partnership, association or other business organization or Person, or any business unit, division, subsidiary or other portion thereof, or take any other action, if such action would reasonably be expected to (i) materially increase the risk of this Agreement and any Regulatory Consent Authority or other Governmental Authority seeking or entering a Governmental Order or other Law prohibiting, preventing, restricting, delaying or otherwise making unlawful the consummation of the Merger and the other transactions contemplated herebyby this Agreement; (ii) materially increase the risk of not being able to remove any such Governmental Order or other Law on appeal or otherwise; (iii) materially delay the satisfaction of the conditions contained in Section 9.1 or (iv) otherwise prevent or materially delay the consummation of the transactions contemplated by this Agreement.

Regulatory Consents. Unless (a) In connection with the transactions contemplated by this Agreement, the Company shall (and, to the extent required, shall cause its Affiliates to) (i) promptly, but in no event later than ten (10) Business Days after the date of this Agreement, comply with the notification and reporting requirements of the HSR Act and (ii) with respect to each other Regulatory Consent, as promptly as practicable prepare and file all filings, requests, registrations and notices necessary to obtain such Regulatory Consent. The Company shall use reasonable best efforts to, as promptly as practicable, (A) substantially comply with any Information or Document Requests (including certifying substantial compliance with any so-called “second request” (or similar request)) and (B) obtain the Regulatory Consents. (b) The Company shall promptly furnish to the Acquiror copies of any material notices or written communications received by the Company or any of its Affiliates from any Regulatory Consent Authority or other Governmental Authority with respect to the transactions contemplated by this Agreement, and the Company and Parent its Affiliates shall have agreed after consultation permit counsel to the Acquiror an opportunity to review in advance, and the Company shall consider in good faith the views of such counsel in connection with, any proposed material written communications by the Company or its Affiliates to any Regulatory Consent Authority or other Governmental Authority concerning the transactions contemplated by this Agreement. The Company agrees to provide Acquiror and its counsel the opportunity, on reasonable advance notice, to participate in any material meetings or discussions, either in person, video conference or by telephone, between the Company or any of its Affiliates, agents or advisors, on the one hand, and any Regulatory Consent Authority or other Governmental Authority, on the other hand, concerning or in connection with their respective outside counsel that no filing under the HSR Act transactions contemplated hereby. If any Action, including any proceeding by a private party or a Governmental Authority, is requiredinstituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Law, the waiting period applicable Company shall (and shall cause its Affiliates to) consult and cooperate in all respects with Acquiror in the defense or settlement of any such Action. (c) The Company shall not, and shall cause its controlled Affiliates not to, acquire or agree to acquire equity or assets of, or other interests in, or merge or consolidate with (or agree to merge or consolidate with), any corporation, partnership, association or other business organization or Person, or any business unit, division, subsidiary or other portion thereof, or take any other action, if such action would reasonably be expected to (i) materially increase the risk of any Regulatory Consent Authority or other Governmental Authority seeking or entering a Governmental Order or other Law prohibiting, preventing, restricting, delaying or otherwise making unlawful the consummation of the Merger under transactions contemplated by this Agreement; (ii) materially increase the HSR Act shall have expired risk of not being able to remove any such Governmental Order or been terminated. All Governmental Consents set forth in Schedule 7.1(cother Law on appeal or otherwise; (iii) and any other notification, waiting period, or approval requirements under materially delay the comparable antitrust or competition laws of other applicable foreign jurisdictions in which either party has operations or from which either party derives revenues (which in either case are not de minimis) and which is legally required to be made or obtained at or prior to the Effective Time shall have been made or obtained without the imposition of any term, condition or consequence the acceptance of which would be reasonably likely to have a Company Material Adverse Effect or a Parent Material Adverse Effect (either before or after giving effect to the Merger, and in each case for purposes of this determination, disregarding clause (G) satisfaction of the definitions of Company Material Adverse Effect and Parent Material Adverse Effectconditions contained in Section 9.1 or (iv) otherwise prevent or requiring the sale, lease, license, transfer, disposition of, divestment or other encumbrance, or the holding separate pending any such action of any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent, the Company or the Surviving Corporation (or any of their respective Subsidiaries or other Affiliates) (other than as contemplated or required by Section 6.5(e)). For purposes of this Agreement, the term “Governmental Consents” shall mean all notices, reports, and other filings made or required to be made prior to the Effective Time by the Company or Parent or any of their respective Subsidiaries with, and all consents, registrations, approvals, permits, clearances and authorizations sought or required to be obtained prior to the Effective Time by the Company or Parent or any of their respective Subsidiaries from, any Governmental Entity in connection with the execution and delivery of this Agreement and materially delay the consummation of the Merger and the other transactions contemplated herebyby this Agreement, in each case of clauses (i) through (iv), other than the establishment of any new location for the operation of the business of the Company and its Subsidiaries set forth on Schedule 6.3(c).

Regulatory Consents. Unless the Company and Parent shall have agreed after consultation with their respective outside counsel that no filing under the HSR Act is required, the (i) The waiting period applicable to the consummation of the Merger under the HSR Act and applicable Insurance Laws shall have expired or been terminated. All Governmental Consents set forth in Schedule 7.1(cterminated and (ii) and any other notification, waiting period, or approval requirements under the comparable antitrust or competition laws of other applicable foreign jurisdictions in which either party has operations or from which either party derives revenues (which in either case are not de minimis) and which is legally required to be made or obtained at or prior to the Effective Time shall have been made or obtained without the imposition of any term, condition or consequence the acceptance of which would be reasonably likely to have a Company Material Adverse Effect or a Parent Material Adverse Effect (either before or after giving effect to the Merger, and in each case for purposes of this determination, disregarding clause (G) of the definitions of Company Material Adverse Effect and Parent Material Adverse Effect) or requiring the sale, lease, license, transfer, disposition of, divestment or other encumbrance, or the holding separate pending any such action of any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent, the Company or the Surviving Corporation (or any of their respective Subsidiaries or other Affiliates) (other than as contemplated or required by the filing provided for in Section 6.5(e)). For purposes of this Agreement1.3, the term “Governmental Consents” shall mean all notices, reports, reports and other filings made or required to be made prior to the Effective Time by the Company or Parent or any of their respective Subsidiaries with, and all consents, registrations, approvals, permits, clearances permits and authorizations sought or required to be obtained prior to the Effective Time by the Company or Parent or any of their respective Subsidiaries from, any Governmental Entity in connection with the execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated hereby by the Company, Parent and Merger Sub shall have been made or obtained (as the case may be), other than (in the case of jurisdictions other than the United States, the United Kingdom and the Netherlands) those the failure of which to make or obtain are not, individually or in the aggregate, reasonably likely (as compared to the situation in which they are made or obtained and taking into account all possible consequences to the Parent and its Subsidiaries and the Company and its Subsidiaries of consummating the transactions contemplated by this Agreement without making or obtaining them) (i) to be material to the Company and its Subsidiaries, taken as a whole, (ii) to be material to the EXECUTION COPY Parent and its Subsidiaries, taken as a whole, (iii) to materially and adversely impact the reasonably anticipated economic and business benefits to the Parent and its Subsidiaries of the transactions contemplated hereby, (iv) to result in criminal liability or a more than de minimis civil fine or other penalty against Parent or any of its Subsidiaries, Affiliates or employees or against the Company or any of its Subsidiaries, Affiliates or employees, or (v) to result in Parent and its Subsidiaries being prohibited from conducting, or materially limited in their ability to conduct, business in any jurisdiction (collectively, "Governmental Consents").

Regulatory Consents. Unless the Company and Parent shall have agreed after consultation with their respective outside counsel that no filing under the HSR Act is required, the waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated. All Governmental Consents set forth in Schedule 7.1(c) and any other notification, waiting period, or approval requirements under the comparable antitrust or competition laws of other applicable foreign jurisdictions in which either party has operations or from which either party derives revenues (which in either case are not de minimis) and which is legally required to be made or obtained at or prior to the Effective Time shall have been made or obtained without the imposition of any term, condition or consequence the acceptance of which would be reasonably likely to have a Company Material Adverse Effect or a Parent Material Adverse Effect (either before or after giving effect to the Merger, and in each case for purposes of this determination, disregarding clause (G) of the definitions of Company Material Adverse Effect and Parent Material Adverse Effect) or requiring the sale, lease, license, transfer, disposition of, divestment or other encumbrance, or the holding separate pending any such action of any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent, the Company or the Surviving Corporation (or any of their respective Subsidiaries or other Affiliates) (other than as contemplated or required by Section 6.5(e)). For purposes of this Agreement, the term “Governmental Consents” shall mean all notices, reports, and other filings made or required to be made prior to the Effective Time by the Company or Parent or any of their respective Subsidiaries with, and all consents, registrations, approvals, permitspermits and authorizations, clearances including, without limitation, the approval from the NASD of the transactions contemplated hereby under NASD Rule 1017 (the “NASD Approval”), the approval from the Financial Services Authority of the transactions contemplated hereby under the U.K. Financial Services and authorizations sought or Markets Xxx 0000 (the “FSA Approval”), and the approval of Archipelago ECN and REDI as “approved persons” of affiliates of The Xxxxxxx Sachs Group, Inc. that are members of national securities exchanges to the extent required by the rules of such national securities exchanges, required to be obtained from any Governmental Authority or Self-Regulatory Organization prior to the Effective Time by the Company or Parent or any of their respective Subsidiaries from, any Governmental Entity Closing in connection with the execution and delivery of this Agreement and the other Transaction-Related Agreements by REDI, the Contributors, the Current ARCA Members, the Company or any of its subsidiaries and in order to lawfully consummate the transactions contemplated hereby and thereby (collectively, “Governmental Consents”) shall have been made or obtained (as the case may be) and shall have become a Final Order. No regulatory approval required in connection with consummation of the Merger transactions contemplated hereby shall, as a condition to such approval, require any party to enter into any consent decree or impose any divestiture, hold-separate arrangement, material operating restriction on a party’s business or other material remedial condition or material restriction. A “Final Order” means action by the relevant Governmental Authority or Self-Regulatory Organization which has not been reversed, stayed, enjoined, set aside, annulled or suspended, with respect to which any waiting period prescribed by Law (as defined in Section 5.3(a)) before the transactions contemplated by this Agreement and the other Transaction-Related Agreements may be consummated has expired, and as to which all conditions to the consummation of such transactions contemplated herebyprescribed by Law have been satisfied.

Regulatory Consents. Unless the Company and Parent shall have agreed after consultation with their respective outside counsel that no filing under the HSR Act is required, the (i) The waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated. All Governmental Consents set forth in Schedule 7.1(c, (ii) review and any other notification, waiting period, or approval requirements investigation of the Merger under Exon-Xxxxxx shall have been terminated and the comparable antitrust or competition laws President of other applicable foreign jurisdictions in which either party has operations or from which either party derives revenues (which in either case are not de minimis) and which is legally required to be made or obtained at or prior the United States shall have taken no action authorized under Exon-Xxxxxx with respect to the Effective Time Merger (iii) the Company Required Statutory Approvals and the Parent Required Statutory Approvals shall have been made or obtained without the imposition of any term, condition or consequence the acceptance of which would be reasonably likely to and shall have become a Company Material Adverse Effect or a Parent Material Adverse Effect (either before or after giving effect to the MergerFinal Order, and in each case for purposes of this determination(iv) all other consents, disregarding clause (G) of the definitions of Company Material Adverse Effect registrations, approvals, permits and Parent Material Adverse Effect) or requiring the sale, lease, license, transfer, disposition of, divestment or other encumbrance, or the holding separate pending any such action of any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent, the Company or the Surviving Corporation (or any of their respective Subsidiaries or other Affiliates) (other than as contemplated or required by Section 6.5(e)). For purposes of this Agreement, the term “Governmental Consents” shall mean all notices, reports, and other filings made or authorizations required to be made obtained in order to lawfully consummate the Merger prior to the Effective Time by the Company or Parent or any of their respective Subsidiaries with, and all consents, registrations, approvals, permits, clearances and authorizations sought or required to be obtained prior to the Effective Time by the Company or Parent or any of their respective Subsidiaries subsidiaries from, any Governmental Entity (collectively, "GOVERNMENTAL CONSENTS") in connection with the execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated herebyhereby by the Company, Parent and Merger Sub shall have been made or obtained (as the case may be) and shall have become a Final Order, except for those that the failure to make or to obtain, individually or in the aggregate, would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. A "FINAL ORDER" means action by the relevant Governmental Entity which has not been reversed, stayed, enjoined, set aside, annulled or suspended, with respect to which any waiting period prescribed by law before the transactions contemplated hereby may be consummated has expired, and as to which all conditions to the consummation of such transactions prescribed by law, regulation or order have been satisfied.