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 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 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 under the antitrust and anticompetition statutes of Canada shall have expired or been earlier terminated; (ii) the European Commission shall have adopted a decision pursuant to the Council Regulation (EC) No. All Governmental Consents set forth 139/2004 (the “ECMR”) declaring the Merger compatible with the common market and, in Schedule 7.1(cthe event that the European Commission does not have jurisdiction to review the Merger but the competent authorities of any EU member state has jurisdiction to review any aspect of the Merger or in the event any aspect of the Merger is referred to the competent authorities of any EU member state pursuant to Article 9 of the ECMR (or is deemed to be so referred pursuant to Article 9 of the ECMR) and any other notificationeffecting the Merger prior to the granting of approval by the relevant authorities of such EU member state would constitute a violation of the merger control laws applicable in that state, waiting periodapproval of the aspect of the Merger that lies within the jurisdiction of its review or that was so referred (or deemed to be so referred) shall have been granted pursuant to the merger control laws applicable in the relevant EU member state; (iii) (A) all consents, 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) registrations, approvals, permits and which is legally authorizations required to be made or obtained at or prior to the Effective Time from any Governmental Entity in order to effect the liquidation, sale or other disposition of FFB pursuant to Section 7.10(c) shall have been made obtained and any applicable waiting periods shall have expired, (B) if applicable, all consents, registrations, approvals, permits and authorizations required to be obtained prior to the Effective Time by the Company or Parent or any of their respective Affiliates from any Governmental Entity in order to place FFB in trust or otherwise hold FFB and its assets separate pending the liquidation, sale or other disposition of FFB pursuant to Section 7.10(c) shall have been obtained or (C) in case the Bank Restructuring has not been effected prior to or concurrently with the Closing, (1) the consent or non-disapproval of the Federal Deposit Insurance Corporation (the “FDIC”) for the acquisition of control of FFB by Parent and its Affiliates, as applicable, as a result of the Merger shall have been obtained without the imposition of any term, condition financial obligation on Parent’s partners or consequence the acceptance of which would be reasonably likely to have a Company Material Adverse Effect or a Parent Material Adverse Effect their respective Affiliates (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 than Parent, the Company and their respective Subsidiaries) and (2) non-control determinations with respect to each investor in Parent (other than those affiliated with KKR) shall have been obtained from the FDIC without any conditions thereon that such investor reasonably determines to be unreasonably burdensome; (iv) (A) the consent or non-disapproval of, and the Surviving Corporation granting of applicable exemptive orders by, the Minister of Finance of Canada, and, if applicable, an exemptive order under the Bank Act (Canada), in each case, for the acquisition of control of the Canadian Loan Company by Parent and its Affiliates, as applicable, as a result of the Merger shall have been obtained without the imposition of any financial obligation on Parent’s partners or their respective Affiliates (other than Parent, the Company and their respective Subsidiaries), (B) if applicable, all consents, registrations, approvals, permits and authorizations required to be obtained prior to the Effective Time by the Company or Parent or any of their respective Subsidiaries Affiliates from any Governmental Entity in order to place the Canadian Loan Company in trust or otherwise hold the Canadian Loan Company and its assets separate pending the liquidation, sale or other Affiliatesdisposition of the Canadian Loan Company pursuant to Section 7.10(d)(ii) shall have been obtained or (C) in case the Company makes a determination or Parent makes an election referred to in the first sentence of Section 7.10(d)(ii), all consents, registrations, permits and authorizations required to be obtained prior to the Effective Time from any Governmental Entity in order to effect the liquidation, sale or other than as contemplated disposition of the Canadian Loan Company pursuant to Section 7.10(d)(ii) shall have been obtained and any applicable waiting periods shall have expired and such liquidation, sale or required by Section 6.5(e)). For purposes other disposition of this Agreement, the term “Governmental Consents” Canadian Loan Company shall mean have been effected prior to or concurrently with the Closing; (v) the approvals set forth on Item 8.1(c) of the Company Letter shall have been obtained; and (vi) all other 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 other 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 and the other transactions contemplated herebyby this Agreement by the Company, Sub and Parent shall have been made or obtained (as the case may be), other than any Governmental Consents the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company and would not subject any Person to 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 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").

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 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 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 (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.

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 Governmental Consents set forth in Schedule 7.1(c; (ii) the FSA shall have notified Parent pursuant to Section 189(4)(a) of the Financial Services and Markets Act of 2000 (the “FSMA”), that the FSA approves of Parent (and any other notificationpotential controllers in Parent's group, waiting periodto the extent required) acquiring control of the Company, 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 given such approval pursuant 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 (GSection 189(6) of the definitions FSMA; and (iii) either (A) the parties shall have received the written approval of Company Material Adverse Effect FINRA for the Mergers pursuant to FINRA Rule 1017; or (B) (1) thirty five (35) calendar days shall have elapsed after the filing of the FINRA Rule 1017 filing and such filing shall not have been rejected; (2) 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, Company shall have thereafter notified FINRA that the Company or parties hereto intend to consummate the Surviving Corporation Closing pursuant to FINRA Rule 1017 without written approval from FINRA; and (or any of their respective Subsidiaries or other Affiliates3) either (other than as contemplated or required by Section 6.5(e)). For purposes of this Agreement, x) FINRA shall have informed 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 parties that it would not impose restrictions on Parent or any of its Subsidiaries (including the Surviving Corporation and the Surviving Entity and their respective Subsidiaries with, and all consents, registrations, approvals, permits, clearances and authorizations sought following the Company Merger Effective Time) of the sort to which the parties would not have to agree in seeking FINRA approval in accordance with the last sentence of Section 6.5(b)(i) if the Closing is effected without FINRA approval (“Material Restrictions”) or required to be obtained prior to (y) FINRA shall not have informed the Effective Time parties that it is considering imposing Material Restrictions by the Company or Parent or any later of their respective Subsidiaries from, any Governmental Entity in connection with thirty (30) calendar days after the execution and delivery of this Agreement FINRA 1017 application is filed and the consummation date of receipt of FSA approval contemplated by the Merger and the other transactions contemplated herebypreceding clause (ii).

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 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) (A) The waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been earlier terminated. All Governmental Consents set forth in Schedule 7.1(c; (B) 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 satisfied that the transactions contemplated by this Agreement are likely of net benefit to Canada; (C) (x) The Commissioner of Competition appointed under the Competition Act (Canada) or a person authorized by her (the “Commissioner”) shall have issued an advance ruling certificate (an “ARC”) under section 102 of the Competition Act (Canada) in respect of the Merger and shall not have subsequently withdrawn or purported to withdraw such ARC or have indicated that she has obtained at or prior new information as a result of which she is no longer satisfied that she would not have sufficient grounds on which to apply 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 Competition Tribunal with respect to the Merger, and in each case for purposes of this determination, disregarding clause ; or (Gy) (I) the applicable time period under Section 123 of the definitions of Company Material Adverse Effect Competition Act (Canada) shall have expired or been waived or terminated by the Commissioner; and (II) the Commissioner shall have advised the Parent Material Adverse Effect) or requiring that 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 Commissioner does not intend to be made prior make an application to the Effective Time by Competition Tribunal in respect of the Merger, such advice shall not be conditioned upon or have terms and conditions that would adversely affect in any material respect the values or operations of the Company or Parent or any of their respective Subsidiaries withsubsidiaries, and the Commissioner shall not have rescinded or amended such advice; and (D) all waiting periods, consents, registrationsapprovals and other actions by the Republic of Colombia under national antitrust and competition Laws having expired, approvals, permits, clearances and authorizations sought been obtained or required to be obtained prior otherwise become inapplicable 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 herebyMerger.