Common use of Regulatory Matters and Approvals Clause in Contracts

Regulatory Matters and Approvals. Each of the Parties will cooperate and use Commercially Reasonable Efforts to promptly prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary Governmental Authorizations. Buyer shall file all requisite applications with the applicable Governmental Bodies no later than thirty (30) calendar days after the date of this Agreement (and shall use its Commercially Reasonable Efforts to file such applications not later than twenty (20) calendar days after the date of this Agreement); provided that Seller has supplied to Buyer all necessary Seller information required for such applications and Buyer shall have provided to Seller a copy of each such application (excluding confidential sections thereof) not less than three (3) Business Days prior to the date on which such application is to be filed. Buyer shall respond (and Seller shall assist Buyer in responding) to all requests for information from a Governmental Body in a timely manner and shall use their respective Commercially Reasonable Efforts to respond to any request within three (3) Business Days. Each of the Parties will (i) permit the other to review in advance and, to the extent practicable, will consult with the other Party on all characterizations of the information relating to the other Party which appear in any filing made with, or written materials submitted to, any Governmental Body in connection with the Acquisition; and (ii) consult with the other with respect to obtaining all Governmental Authorizations necessary or advisable to consummate the Acquisition (unless prohibited by the applicable Governmental Body) and will keep the other Party apprised of the status of matters relating to completion of the Acquisition. Each of the Parties will promptly furnish the other Party with copies of all written communications received by it, from, or delivered to, any Governmental Body in connection with and material to the Acquisition, except for any confidential portions thereof and shall update the other party on any non-written correspondence with Governmental Bodies relating to Governmental Authorizations.

Regulatory Matters and Approvals. Each of the Parties parties will cooperate and use Commercially Reasonable Efforts commercially reasonable efforts to promptly prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary authorizations of Governmental AuthorizationsAuthorities. Buyer Purchaser and Seller shall file all requisite applications as applicable to each of Purchaser and Seller with the applicable Governmental Bodies Authorities no later than thirty twenty-one (30) calendar days after the date of this Agreement (and shall use its Commercially Reasonable Efforts to file such applications not later than twenty (2021) calendar days after the date of this Agreement); provided provided, that Seller has supplied to Buyer Purchaser all necessary Seller information required for such applications and Buyer shall have provided Purchaser has supplied to Seller all necessary Purchaser information required for such applications. The parties shall provide each party with a copy of each such application (excluding confidential sections thereof) not less than three (3) Business Days days prior to the date on which such application is to be filed. Buyer Each party shall respond (and Seller shall assist Buyer each other in responding) to all requests for information from a Governmental Body Authority in a timely manner and shall use their respective Commercially Reasonable Efforts commercially reasonable efforts to respond to any request within three (3) Business Daysbusiness days. Each of the Parties parties will (i) permit the other to review in advance advance, and, to the extent practicable, will consult with the other Party party on all characterizations of of, the information relating to the such other Party party which appear appears in any filing made with, or written materials submitted to, any Governmental Body Authority in connection with the Acquisitiontransactions contemplated by this Agreement; and (ii) consult with the other with respect to obtaining all authorizations of Governmental Authorizations Authorities necessary or advisable to consummate the Acquisition (unless prohibited transactions contemplated by the applicable Governmental Body) this Agreement and will keep the other Party party apprised of the status of matters relating to completion of the Acquisitiontransactions contemplated by this Agreement. Each of the Parties parties will promptly furnish the other Party party with copies of all formal written communications received by it, from, or delivered to, any Governmental Body Authority in connection with and or material to the Acquisitiontransactions contemplated by this Agreement, except for any confidential portions thereof and shall update the other party on any non-written correspondence with Governmental Bodies relating to Governmental Authorizationsthereof.

Regulatory Matters and Approvals. (a) Each of Purchaser and the Parties Seller will cooperate provide any notices to and use Commercially Reasonable Efforts make any filings with any Governmental Authority that are necessary to promptly prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary Governmental Authorizations. Buyer shall file all requisite applications with consummate the applicable Governmental Bodies no later than thirty Transactions. (30b) calendar days after the date of this Agreement (and shall use its Commercially Reasonable Efforts to file such applications not later than twenty (20) calendar days after the date of this Agreement); provided that Seller has supplied to Buyer all necessary Seller information required for such applications and Buyer shall have provided to Seller a copy of each such application (excluding confidential sections thereof) not less than three (3) Business Days prior to the date on which such application is to be filed. Buyer shall respond (and Seller shall assist Buyer in responding) to all requests for information from a Governmental Body in a timely manner and shall use their respective Commercially Reasonable Efforts to respond to any request within three (3) Business Days. Each of Purchaser and the Parties Seller will promptly notify the other parties hereto of any written communication made to or received by either Purchaser and/or the Seller, as the case may be, from any Governmental Authority regarding the Transactions, and, subject to applicable Law, if practicable, (i) permit the other parties hereto to review in advance andany proposed written communication to any such Governmental Authority and incorporate the other parties’ reasonable comments, (ii) not agree to participate in any substantive meeting or discussion with any such Governmental Authority in respect of any filing, investigation or inquiry concerning this Agreement or the Transactions unless, to the extent reasonably practicable, will consult it consults with the other Party on all characterizations of the information relating parties hereto in advance and (iii) to the other Party which appear in any filing made withextent permitted by such Governmental Authority, or written materials submitted to, any Governmental Body in connection with the Acquisition; and (ii) consult with give the other with respect parties hereto the opportunity to obtaining all Governmental Authorizations necessary or advisable to consummate the Acquisition (unless prohibited by the applicable Governmental Body) attend, and will keep the other Party apprised of the status of matters relating to completion of the Acquisition. Each of the Parties will promptly furnish the other Party parties with copies of all correspondence, filings and written communications received by itbetween them and their Affiliates and their respective representatives on one hand and any such Governmental Authority or its staff on the other hand, fromwith respect to this Agreement and the Transactions; provided, however, that this Agreement shall not obligate any party to disclose to any other party such portions of any proposed or delivered tofinal correspondence, any filing or other written communication with a Governmental Body in connection with and material Authority or its staff as the party to such correspondence, filing or communication may reasonably deem competitively-sensitive, privileged or confidential vis-à-vis the other party, except that it shall disclose matters to the Acquisition, except for any confidential portions thereof and shall update external counsel of the other party on any non-written correspondence with Governmental Bodies relating to Governmental Authorizationsthe extent reasonably necessary in order to enable the party to fulfill its cooperation obligations in this Section 6.5(b).

Regulatory Matters and Approvals. Each 5.6.1 Subject to the terms and conditions of this Plan of Merger, each of the Parties will cooperate and parties shall use Commercially Reasonable Efforts all commercially reasonable efforts to promptly prepare and file take, or cause to be taken, all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documentsactions, and to do, or cause to be done, all things necessary, proper, or advisable under applicable Laws and regulations to consummate and make effective the Merger. Subject to the terms and conditions of this Plan of Merger, the parties will use all commercially reasonable efforts to obtain consents of all third parties and governmental bodies necessary Governmental Authorizations. Buyer shall file all requisite applications with or desirable for the applicable Governmental Bodies no later than thirty (30) calendar days consummation of the Merger. 5.6.2 As soon as practicable after the date of this Agreement Plan of Merger (but in no event more than 45 days after the date hereof), Purchaser shall prepare and file with the Federal Reserve Board and each other Governmental Entity having jurisdiction all applications and documents required to obtain, and shall use its Commercially Reasonable Efforts commercially reasonable efforts to obtain, upon terms and conditions reasonably acceptable to Purchaser, each necessary approval of or consent to consummate the Merger. Purchaser shall provide Company with reasonable opportunities to review and comment upon such documents before filing and to make such amendments and file such applications not later than twenty (20) calendar days after supplements thereto as Company may reasonably request. Purchaser shall provide Company with copies of all material correspondence received from these agencies and all material responsive correspondence sent to these agencies. 5.6.3 From the date of this Agreement); provided that Seller has supplied to Buyer all necessary Seller information required for such applications Plan of Merger until the Effective Time, each of Company and Buyer Purchaser shall have provided to Seller a copy of each such application (excluding confidential sections thereof) not less than three (3) Business Days prior to the date on which such application is to be filed. Buyer shall respond (and Seller shall assist Buyer in responding) to all requests for information from a Governmental Body in a timely manner and shall use their respective Commercially Reasonable Efforts to respond to any request within three (3) Business Days. Each of the Parties will (i) permit promptly notify the other to review party in advance andwriting of any pending or, to the extent practicableKnowledge of Company or Purchaser (as the case may be), will consult with the other Party on all characterizations of the information relating to the other Party which appear in any filing made with, threatened Action or written materials submitted to, Order by any Governmental Body Entity or any other Person (a) challenging or seeking material damages in connection with the Acquisition; Merger or the other transactions contemplated by this Plan of Merger or (b) seeking to restrain or prohibit the consummation of the Merger or the other transactions contemplated by this Plan of Merger. If any Action or Order is instituted (or threatened to be instituted) challenging any of the transactions contemplated by this Plan of Merger as violative of any Law, each of Company and (ii) consult Purchaser shall, and shall cause their respective Representatives to, cooperate and use their commercially reasonable efforts to contest and resist, except insofar as Company and Purchaser may otherwise agree, any such Action or Order, including any Action or Order that seeks a temporary restraining order or preliminary injunction that would prohibit, prevent or restrict consummation of the Merger or the other transactions contemplated by this Plan of Merger. 5.6.4 Nothing contained in this Plan of Merger shall give Company, directly or indirectly, the right to control or direct the operations of Purchaser or give Purchaser, directly or indirectly, the right to control or direct the operations of Company prior to the Effective Time. Prior to the Effective Time, subject to Sections 5.1 and 5.2, as applicable, Company and Purchaser each shall exercise, consistent with the other with respect to obtaining terms and conditions of this Plan of Merger, complete control and supervision over their respective business operations. 5.6.5 Each of Company and Purchaser shall, and shall cause their respective Subsidiaries to, take all Governmental Authorizations commercially reasonable and lawful actions as may be necessary or advisable appropriate to consummate the Acquisition (unless prohibited by the applicable Governmental Body) and will keep the other Party apprised of the status of matters relating to completion of the Acquisition. Each of the Parties will promptly furnish the other Party with copies of all written communications received by it, fromtransfer, or delivered toto allow for the Surviving Corporation to utilize after the Effective Time, any Governmental Body in connection with or obtain, as permitted by Law, all Permits appropriate or necessary to continue the business of Company and material to the Acquisition, except for any confidential portions thereof Purchaser and shall update the other party on any non-written correspondence with Governmental Bodies relating to Governmental Authorizationstheir respective Subsidiaries as currently conducted.

Regulatory Matters and Approvals. (a) Each of Purchaser and the Parties Sellers will cooperate provide any notices to and use Commercially Reasonable Efforts make any filings with any Governmental Authority that are necessary to promptly consummate the Transactions. Without limiting the generality of the foregoing, the Sellers and Purchaser shall, no later than ten (10) Business Days after the date hereof, prepare and file as promptly as practicable all necessary documentation, documentation to effect all any necessary applications, notices, petitions, filings reports and other documents, filings and to obtain as promptly as practicable all Consents, clearances, registrations, approvals, permits and authorizations necessary Governmental Authorizations. Buyer shall file all requisite applications with the applicable Governmental Bodies no later than thirty (30) calendar days after the date of this Agreement (and shall use its Commercially Reasonable Efforts to file such applications not later than twenty (20) calendar days after the date of this Agreement); provided that Seller has supplied to Buyer all necessary Seller information required for such applications and Buyer shall have provided to Seller a copy of each such application (excluding confidential sections thereof) not less than three (3) Business Days prior to the date on which such application is or advisable to be filed. Buyer shall respond obtained from any Governmental Authority in order to consummate the Transactions. (and Seller shall assist Buyer in respondingb) Each Party will promptly notify the other Party of any written or oral communication made to all requests for information or received by Purchaser, the Sellers or both, as the case may be, from a any Governmental Body in a timely manner and shall use their respective Commercially Reasonable Efforts Authority regarding the Transactions, and, subject to respond to any request within three (3) Business Days. Each of the Parties will applicable Law, if practicable, (i) permit the other Party to review in advance andany proposed written communication to any such Governmental Authority and consider the other Party’s comments in good faith, (ii) not agree to participate in any substantive meeting or discussion with any such Governmental Authority in respect of any filing, investigation or inquiry concerning this Agreement or the Transactions unless, to the extent reasonably practicable, will consult it consults with the other Party on all characterizations of in advance and (iii) to the information relating to extent permitted by such Governmental Authority, give the other Party which appear in any filing made withthe opportunity to attend, or written materials submitted to, any Governmental Body in connection with the Acquisition; and (ii) consult with the other with respect to obtaining all Governmental Authorizations necessary or advisable to consummate the Acquisition (unless prohibited by the applicable Governmental Body) and will keep the other Party apprised of the status of matters relating to completion of the Acquisition. Each of the Parties will promptly furnish the other Party with copies of all correspondence, filings and written communications received by itbetween them and their Affiliates and their respective representatives on one hand and any such Governmental Authority or its staff on the other hand, fromwith respect to this Agreement and the Transactions; provided, or delivered tohowever, any Governmental Body in connection with and material that this Agreement shall not obligate either Party to disclose to the Acquisitionother Party such portions of any proposed or final correspondence, filing or other written communication with a Governmental Authority or its staff as the party to such correspondence, filing or communication may reasonably deem competitively-sensitive, privileged or confidential vis-à -vis the other party, except for any confidential portions thereof and that it shall update disclose matters to the external counsel of the other party on any non-written correspondence with Governmental Bodies relating Party to Governmental Authorizationsthe extent reasonably necessary in order to enable the Party to fulfill its cooperation obligations in this Section 6.5(b).

Regulatory Matters and Approvals. (a) Each of the Parties will cooperate Party shall, as promptly as possible, use its commercially reasonable efforts to obtain, or cause to be obtained, all Consents from all Governmental Authorities that may be or become necessary for its execution and use Commercially Reasonable Efforts to promptly prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary Governmental Authorizations. Buyer shall file all requisite applications with the applicable Governmental Bodies no later than thirty (30) calendar days after the date delivery of this Agreement (and shall use the performance of its Commercially Reasonable Efforts obligations pursuant to file such applications not later than twenty (20) calendar days after the date of this Agreement); provided that Seller has supplied to Buyer all necessary Seller information required for such applications and Buyer shall have provided to Seller a copy of each such application (excluding confidential sections thereof) not less than three (3) Business Days prior to the date on which such application is to be filed. Buyer shall respond (and Seller shall assist Buyer in responding) to all requests for information from a Governmental Body in a timely manner and shall use their respective Commercially Reasonable Efforts to respond to any request within three (3) Business Days. Each of the Parties will (i) permit the other to review in advance and, to the extent practicable, will consult Party shall cooperate fully with the other Party on and its Affiliates in promptly seeking to obtain all characterizations such Consents. The Parties shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required Consents. Without limiting the generality of the foregoing, each Party agrees to supply as promptly as practicable to the appropriate Governmental Authority any additional information relating and documentary material that may be requested pursuant to the HSR Act. (b) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of either party before any Governmental Authority or the staff or regulators of any Governmental Authority, in connection with the Contemplated Transactions (but, for the avoidance of doubt, not including any interactions between the Acquired Group with Governmental Authorities in the Ordinary Course of Business, any disclosure which is not permitted by Law or any disclosure containing confidential information) shall be disclosed to the other Party which appear in advance of any filing made withfiling, submission or written materials submitted toattendance, any Governmental Body it being the intent that the Parties will consult and cooperate with one another, and consider in good faith the views of one another, in connection with the Acquisition; any such analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and (ii) consult with the other with respect to obtaining all Governmental Authorizations necessary or advisable to consummate the Acquisition (unless prohibited by the applicable Governmental Body) and will keep the other Party apprised of the status of matters relating to completion of the Acquisitionproposals. Each of the Parties will promptly furnish Party shall give notice to the other Party with copies of all written communications received by itrespect to any meeting, fromdiscussion, appearance or delivered to, contact with any Governmental Body in connection Authority or the staff or regulators of any Governmental Authority, with and material such notice being sufficient to the Acquisition, except for any confidential portions thereof and shall update provide the other party on any non-written correspondence with Governmental Bodies relating the opportunity to Governmental Authorizationsattend and participate in such meeting, discussion, appearance or contact. (c) Sellers shall use commercially reasonable efforts to give all notices to, and obtain all Consents from, all third parties that are described in Schedule 6.2(f).

Regulatory Matters and Approvals. Each of the Parties will cooperate give any notices to, make any filings with, and use Commercially Reasonable Efforts its reasonable best efforts to obtain any authorizations, consents, and approvals of governments and governmental agencies in connection with the matters referred to in Section 3.4 and Section 4.4 above. Without limiting the generality of the foregoing: (a) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all necessary applications, notices, petitionspetitions and filings, to obtain as promptly as practicable all permits, registrations, licenses, findings of suitability, consents, variances, exemptions, orders, approvals and authorizations of all third parties and Governmental Authorities which are necessary to consummate the transactions contemplated by this Agreement, including, without limitation, all filings and other documentsrequired under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act (“Governmental Approvals”), and to obtain all necessary Governmental Authorizations. Buyer shall file all requisite applications comply with the applicable terms and conditions of all such Governmental Bodies no later than thirty (30) calendar Approvals. Each of the parties hereto shall use their reasonable best efforts to, and shall use their reasonable best efforts to cause their respective officers, directors and affiliates to, file within 15 days after the date of this Agreement (hereof, and in all events shall use its Commercially Reasonable Efforts to file such applications not later than twenty (20) calendar days as promptly as practicable after the date of this Agreement); provided that Seller has supplied to Buyer hereof, all necessary Seller information required for such initial applications and Buyer documents in connection with obtaining the Governmental Approvals and shall act reasonably and promptly thereafter in responding to additional requests in connection therewith. WikiPay and WikiLoan shall have provided to Seller a copy of each such application (excluding confidential sections thereof) not less than three (3) Business Days prior to the date on which such application is to be filed. Buyer shall respond (and Seller shall assist Buyer in responding) to all requests for information from a Governmental Body in a timely manner and shall use their respective Commercially Reasonable Efforts to respond to any request within three (3) Business Days. Each of the Parties will (i) permit the other right to review in advance andadvance, and to the extent practicable, each will consult with the other Party on on, in each case subject to applicable laws relating to the exchange of information, all characterizations of the information relating to WikiPay or to WikiLoan, as the other Party case may be, and any of their respective Subsidiaries, directors, officers and stockholders which appear in any filing made with, or written materials submitted to, any third party or any Governmental Body Authority in connection with the Acquisition; transactions contemplated by this Agreement. Without limiting the foregoing, each of WikiPay and WikiLoan (iithe “Notifying Party”) consult with will notify the other with respect promptly of the receipt of comments or requests from any Governmental Authority relating to obtaining all Governmental Authorizations necessary or advisable to consummate the Acquisition (unless prohibited by the applicable Governmental Body) Approvals, and will keep supply the other Party apprised of the status of matters relating to completion of the Acquisition. Each of the Parties will promptly furnish the other Party party with copies of all written communications received by it, from, correspondence between the Notifying Party or delivered to, any of its representatives and any Governmental Body in connection Authority with and material respect to the AcquisitionGovernmental Approvals; provided, except for any confidential portions thereof and however, that it shall update not be required to supply the other party on any non-written with copies of correspondence with Governmental Bodies relating to the personal applications of individual applicants except for evidence of filing. (b) WikiPay and WikiLoan shall promptly advise each other upon receiving any communication from any Governmental AuthorizationsAuthority whose consent or approval is required for consummation of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any approval needed from a Governmental Authority will not be obtained or that the receipt of any such approval will be materially delayed. WikiPay and WikiLoan shall take any and all reasonable actions necessary to vigorously defend, lift, mitigate and rescind the effect of any litigation or administrative proceeding adversely affecting this Agreement or the transactions contemplated hereby or thereby, including, without limitation, promptly appealing any adverse court or administrative order or injunction to the extent reasonably necessary for the foregoing purposes.

Regulatory Matters and Approvals. Each of the Parties will cooperate and use Commercially Reasonable Efforts commercially reasonable efforts to promptly prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary Governmental Authorizations. Buyer shall file all requisite applications with the applicable Governmental Bodies no later than thirty (30) calendar days after the date of this Agreement (and shall use its Commercially Reasonable Efforts to file such applications not later than twenty (20) calendar days after the date of this Agreement); provided that Seller has supplied to Buyer all necessary Seller information required for such applications and Buyer shall have provided to Seller a copy of each such application (excluding confidential sections thereof) not less than three (3) Business Days prior to the date on which such application is to be filed. Buyer shall respond (and Seller shall assist Buyer in responding) to all requests for information from a Governmental Body in a timely manner and shall use their respective Commercially Reasonable Efforts commercially reasonable efforts to respond to any request within three (3) Business Days. Each of the Parties will (i) permit the other to review in advance and, to the extent practicable, will consult with the other Party on all characterizations of the information relating to the other Party which appear in any filing made with, or written materials submitted to, any Governmental Body in connection with the Acquisition; and (ii) consult with the other with respect to obtaining all Governmental Authorizations necessary or advisable to consummate the Acquisition (unless prohibited by the applicable Governmental Body) and will keep the other Party apprised of the status of matters relating to completion of the Acquisition. Each of the Parties will promptly furnish the other Party with copies of all written communications received by it, from, or delivered to, any Governmental Body in connection with and or material to the Acquisition, except for any confidential portions thereof and shall update the other party on any non-written correspondence with Governmental Bodies relating to Governmental Authorizations.

Regulatory Matters and Approvals. Each 5.6.1 Subject to the terms and conditions of this Plan of Merger, each of the Parties will cooperate and parties shall use Commercially Reasonable Efforts commercially reasonable efforts to promptly prepare and file take, or cause to be taken, all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documentsactions, and to do, or cause to be done, all things necessary, proper, or advisable under applicable Laws and regulations to consummate and make effective the Merger. Subject to the terms and conditions of this Plan of Merger, the parties will use commercially reasonable efforts to obtain as promptly as practical consents, approvals and authorizations of all third parties and Governmental Entities necessary Governmental Authorizations. Buyer shall file all requisite applications with or desirable for the applicable Governmental Bodies no later than thirty (30) calendar days consummation of the Merger. 5.6.2 In furtherance of the foregoing, as soon as practicable after the date of this Agreement (Plan of Merger, Purchaser shall prepare and file with each Governmental Entity having jurisdiction all applications and documents required to obtain, and shall use its Commercially Reasonable Efforts commercially reasonable efforts to obtain each necessary approval of or consent to consummate the Merger. Subject to applicable Law, Purchaser shall provide Company with reasonable opportunities to review and comment upon the non-confidential sections of such applications and documents before filing and to make such amendments and file such applications not later than twenty (20) calendar days after supplements thereto as Company may reasonably request. To the extent permitted by applicable Law, Purchaser shall provide Company with copies of all material correspondence received from these Governmental Entities and all material responsive correspondence sent to these agencies. 5.6.3 From the date of this Agreement); provided that Seller has supplied to Buyer all necessary Seller information required for such applications Plan of Merger until the Effective Time, each of Company and Buyer Purchaser shall have provided to Seller a copy of each such application (excluding confidential sections thereof) not less than three (3) Business Days prior to the date on which such application is to be filed. Buyer shall respond (and Seller shall assist Buyer in responding) to all requests for information from a Governmental Body in a timely manner and shall use their respective Commercially Reasonable Efforts to respond to any request within three (3) Business Days. Each of the Parties will (i) permit promptly notify the other to review party in advance andwriting of any pending or, to the extent practicableKnowledge of Company or Purchaser (as the case may be), will consult with the other Party on all characterizations of the information relating to the other Party which appear in any filing made with, threatened Action or written materials submitted to, Order by any Governmental Body Entity or any other Person (a) challenging or seeking material damages in connection with the Acquisition; and (ii) consult with Merger or the other with respect transactions contemplated by this Plan of Merger; (b) seeking to obtaining all Governmental Authorizations necessary restrain or advisable to consummate prohibit the Acquisition (unless prohibited by consummation of the applicable Governmental Body) and will keep Merger or the other Party apprised transactions contemplated by this Plan of Merger; or (c) otherwise relating to this Plan of Merger or any of the status transactions contemplated by this Plan of matters relating Merger. If any Action or Order is instituted (or threatened to completion be instituted) challenging any of the Acquisition. Each transactions contemplated by this Plan of Merger as violative of any Law, each of Company and Purchaser shall, and shall cause their respective Representatives to, cooperate and use their commercially reasonable efforts to contest and resist, except insofar as Company and Purchaser may otherwise agree, any such Action or Order, including any Action or Order that seeks a temporary restraining order or preliminary injunction that would prohibit, prevent or restrict consummation of the Parties will promptly furnish Merger or the other Party with copies transactions contemplated by this Plan of all written communications received by itMerger. Notwithstanding the foregoing, fromnothing contained in this Agreement shall be deemed to require Purchaser or Company to take any action, or delivered tocommit to take any action, or agree to any Governmental Body condition or restriction which the Purchaser Board of Directors reasonably determines in connection with good faith would, individually or in the aggregate, materially and material adversely reduce the economic benefits of the Merger to such a degree that Purchaser would not have entered into this Agreement had such action, condition or restriction been known at the Acquisition, except for any confidential portions thereof and shall update the other party on any non-written correspondence with Governmental Bodies relating to Governmental Authorizationsdate hereof (a "Materially Burdensome Regulatory Condition").

Regulatory Matters and Approvals. (a) Each of Purchaser and the Parties Company will cooperate promptly provide any notices to and use Commercially Reasonable Efforts make any filings with any Governmental Authority that are necessary to promptly consummate the Transactions, including those change of control or similar filings set forth on Schedule 6.6(a). The Company and Purchaser shall no later than 10 Business Days after the Agreement Date, prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary Governmental Authorizations. Buyer shall file all requisite applications with the applicable Governmental Bodies no later than thirty United States Federal Trade Commission (30the “FTC”) calendar days after and the date United States Department of this Agreement Justice (the “DOJ”) the notification and shall use its Commercially Reasonable Efforts to file such applications not later than twenty (20) calendar days after report form required under the date of this Agreement); provided that Seller has supplied to Buyer all necessary Seller information required HSR Act for such applications and Buyer shall have provided to Seller a copy of each such application (excluding confidential sections thereof) not less than three (3) Business Days prior to the date on which such application is to be filed. Buyer shall respond (and Seller shall assist Buyer in responding) to all requests for information from a Governmental Body in a timely manner and shall use their respective Commercially Reasonable Efforts to respond to any request within three (3) Business DaysTransactions. Each of Purchaser and the Parties will Company shall submit as soon as practicable and advisable any supplemental or additional information which may reasonably be requested by the FTC, the DOJ, or any other Governmental Authority in connection with such notices or filings and shall comply in all material respects with all applicable Laws relating thereto. Each of Purchaser and the Company shall (iI) permit consult with each other in the other preparation of such change in control notices and filings; (II) furnish, or cause to review in advance andbe furnished, to the extent practicable, will consult other party or its counsel such necessary information and reasonable assistance as it may request in connection with its preparation of any such notices or filings; (III) provide the other Party on all characterizations party an opportunity to review such notices or filings in advance; and (IV) incorporate input and comments from the other party insofar as the same pertains to Purchaser or the operations of the information relating Company following the Closing. Purchaser shall be solely responsible for and pay all notice and filing fees payable in connection with or related to the other Party which appear in any filing made with, or written materials submitted to, any Governmental Body Antitrust Laws in connection with the AcquisitionTransactions, including in connection with obtaining all clearances, consents, approvals and waivers under the HSR Act. Each party will bear its own costs of preparing its own pre-merger notices and filings and related expenses incurred to obtain any required approval from a Governmental Authority, including the HSR Act. (b) Without limiting the generality of the foregoing, each party shall, and shall cause its Subsidiaries and Affiliates to, use their reasonable best efforts to promptly take any and all steps necessary to avoid, eliminate, or resolve each and every impediment and obtain all clearances, consents, approvals, and waivers under the HSR Act, the ▇▇▇▇▇▇▇ Antitrust Act, the ▇▇▇▇▇▇▇ Act, the Federal Trade Commission Act, and any other federal or state or foreign statutes, rules, regulations, Orders, decrees, administrative or judicial doctrines or other Laws, designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade (collectively “Antitrust Laws”) that may be required by any Governmental Authority, so as to enable the parties to cause the Closing to occur as soon as practicable and in any event prior to the Outside Date; provided that, notwithstanding anything herein to the contrary, no party shall be required to agree (and neither Seller, the Company nor any of their respective Subsidiaries or Affiliates shall agree without prior written consent of Purchaser to (A) any sale, divestiture, license, disposition, or hold separate of assets or businesses of Purchaser or the Company or any of their respective Subsidiaries or Affiliates, (B) the imposition of any limitation on the ability of Purchaser or the Company or any of their respective Subsidiaries or Affiliates to conduct their respective businesses or own any capital stock, assets, properties, or rights to acquire, hold, or exercise full rights of ownership of their respective businesses, or in the case of Purchaser, the businesses of the Company and its subsidiaries, or (C) the imposition of any impediment on Purchaser or the Company or any of their respective Subsidiaries or Affiliates under any statute, rule, regulation, executive order, decree, order or other legal restraint under any Antitrust Law (any such action described in (a), (b), or (c), an “Action of Divestiture”); provided, further that, at the request of Purchaser, the Company shall agree to an Action of Divestiture so long as such Action of Divestiture is contingent on Closing. Nothing herein shall require Purchaser or permit Seller, the Company or any of their respective Subsidiaries or Affiliates (without the prior consent of Purchaser) to litigate with any Governmental Authority; provided that, at the request of Purchaser, the Company shall assist and participate in litigation. (c) Purchaser shall not, and shall not permit any of its Affiliates to, acquire or agree to acquire by way of arrangement, amalgamation, merger, or consolidation with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into a definitive agreement relating to or the consummation of such acquisition, arrangement, amalgamation, merger or consolidation would reasonably be expected to (i) impose any delay in the obtaining of, or significantly increase the risk of not obtaining, any authorizations, consents, Orders, declarations or approvals of any Governmental Authority necessary to consummate the Transactions or the expiration or termination of any applicable waiting period, (ii) consult significantly increase the risk of any Governmental Authority entering an Order or seeking a court Order prohibiting the consummation of the Transactions, or (iii) delay the consummation of the Transactions. (d) Neither Seller nor the Company shall extend or consent to any extension of any applicable waiting or review period under Antitrust Laws or enter into any agreement with a Governmental Authority to not consummate the other Transaction with respect to obtaining all Governmental Authorizations necessary Antitrust Laws, except upon the prior written consent of Parent or advisable Purchaser. (e) Notwithstanding any other provision of this Section 6.6, within one Business Day after the execution of this Agreement, the Parties shall provide to consummate the Acquisition (unless prohibited by the applicable Governmental Bodyregulator(s) of money transmission (or similar) services (which, for the avoidance of doubt, shall include the New York State Department of Financial Services with respect to a virtual currency business activity Permit and, as necessary, with respect to a limited purpose trust company license) (“Money Services Regulator”) in any jurisdiction in which the Company is registered or has applied to be registered as a provider of money transmission (or similar) services (“Registered Entity”), a joint signed writing, substantially in the form of Exhibit I, as applicable, with any changes to such form as may be agreed to by both Purchaser and will keep the Company, from or on of behalf of the applicable Registered Entity and the other Party apprised Party, informing such Money Services Regulator that the Parties have entered into this Agreement, preliminarily describing the Transactions, and providing such other information as the Purchaser, Seller, and Company may deem appropriate (each such writing, a “Money Services Letter”). Purchaser and the Company agree to sign each Money Services Letter submitted to each applicable Money Services Regulator. Within twenty Business Days following the execution of this Agreement, Purchaser, Seller, and Company shall agree upon the form and content, and cooperate to assemble in good faith, applications for approval with respect to a change in control of the status Company (and, as necessary, a change in control of matters relating to completion Purchaser or any of its Affiliates or Subsidiaries) in any jurisdiction where the Acquisition. Each Company (or, as necessary, Purchaser or any of the Parties will promptly furnish the other Party with copies of all written communications received its Affiliates or Subsidiaries) is a Registered Entity (including, as necessary, Bakkt Trust Company LLC as a New York limited purpose trust company) (“Money Services Application”), and Purchaser or Company (as required by it, from, or delivered to, any Governmental Body in connection with and material Law) shall provide such Money Services Application to the Acquisitionappropriate Money Services Regulator; provided, except for however, that the Purchaser, Seller, and Company may mutually agree to postpone the submission of such Money Services Application with respect to any confidential portions thereof and shall update the other party on any non-written correspondence with Governmental Bodies relating to Governmental Authorizationsjurisdiction.

Regulatory Matters and Approvals. (a) Each of the Parties will cooperate Buyer and use Commercially Reasonable Efforts to Security Capital will, as promptly prepare as practicable and file all necessary documentationbefore the expiration of any relevant legal deadline, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary Governmental Authorizations. Buyer shall file all requisite applications with the applicable Governmental Bodies but in no event later than thirty (30) calendar days after ten Business Days following the date of this Agreement (execution and shall use its Commercially Reasonable Efforts to file such applications not later than twenty (20) calendar days after the date delivery of this Agreement); provided that Seller has supplied to Buyer all necessary Seller information , file with (i) the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) the notification and report form required for such applications the transactions contemplated by this Agreement and Buyer shall have provided to Seller a copy of each such application (excluding confidential sections thereof) not less than three (3) Business Days prior any supplemental information requested in connection therewith pursuant to the date on HSR Act, which such application is to be filed. Buyer shall respond forms will specifically request early termination of the waiting period prescribed by the HSR Act, and (ii) any other Governmental Entity, any other filings, reports, information and Seller shall assist Buyer in responding) to all requests documentation required for information from a Governmental Body in a timely manner and shall use their respective Commercially Reasonable Efforts to respond the transactions contemplated hereby pursuant to any request within three (3) Business DaysOther Antitrust Laws. Each of the Parties Buyer, the Company and Security Capital will furnish to each other’s counsel such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act and any Other Antitrust Laws. Each of the Buyer and the Company will be responsible for fifty percent (50%) of the filing fees payable in connection with such filings. (b) Each of the Buyer, the Company and Security Capital will use its respective commercially reasonable efforts to promptly obtain any clearance required under the HSR Act and any Other Antitrust Laws for the consummation of the transactions contemplated by this Agreement and will keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from any Governmental Entity and will comply promptly with any such inquiry or request. (c) Each of the Buyer and Security Capital agrees to instruct their respective counsel to cooperate with each other and use their respective commercially reasonable efforts to facilitate and expedite the identification and resolution of any issues arising under the HSR Act and any Other Antitrust Laws at the earliest practicable dates. Such efforts and cooperation will include causing its counsel (i) permit to promptly inform the other of any oral communication with, and provide copies of written communications with, any Governmental Entity regarding any such filings or applications or any such transaction, and (ii) to review confer with each other regarding appropriate contacts with and response to personnel of such Governmental Entity. None of the Buyer, the Company, Security Capital nor any of their respective Affiliates will independently participate in advance any meeting or discussion with any Governmental Entity in respect of any such filings, applications, investigation or other inquiry without giving, in the case of the Buyer and its Affiliates, Security Capital, and in the case of the Company or Security Capital and their respective Affiliates, the Buyer, prior notice of the meeting and, to the extent practicablepermitted by the relevant Governmental Entity, the opportunity to attend and participate (which, at the request of the Buyer, the Company or Security Capital, as applicable, will consult with the other Party on all characterizations of the information relating be limited to the other Party which appear in any filing made with, or written materials submitted to, any Governmental Body in connection with the Acquisition; and (ii) consult with the other with respect to obtaining all Governmental Authorizations necessary or advisable to consummate the Acquisition (unless prohibited by the applicable Governmental Body) and will keep the other Party apprised of the status of matters relating to completion of the Acquisition. Each of the Parties will promptly furnish the other Party with copies of all written communications received by it, from, or delivered to, any Governmental Body in connection with and material to the Acquisition, except for any confidential portions thereof and shall update the other party on any non-written correspondence with Governmental Bodies relating to Governmental Authorizationsoutside antitrust counsel only).

Regulatory Matters and Approvals. (a) Each of the Parties will cooperate give any notices to, make any filings with, and use Commercially Reasonable Efforts commercially reasonable efforts to promptly prepare obtain by the Termination Date any Third Party Consents in connection with the matters referred to in Section 3.4 and file all necessary documentation, Section 5.4 above. (b) Each of the Parties agrees to effect all necessary applications, notices, petitions, filings and other documentsmake its filing pursuant to the HSR Act with respect to the transactions contemplated by this Agreement within five (5) Business Days of the date hereof, and to obtain all necessary Governmental Authorizations. Buyer shall file all requisite applications with each of the applicable Governmental Bodies no later than thirty (30) calendar days after the date of this Agreement (and Parties shall use its Commercially Reasonable Efforts commercially reasonable efforts to file such applications not later than twenty (20) calendar days or use its commercially reasonable efforts to cause its appropriate Affiliates to file), as soon as practicable after the date of this Agreement); provided , the notifications, reports, forms and related material required under any applicable foreign antitrust laws or regulations required by any Governmental Authority in connection with the Acquisition that Seller has supplied are reasonably determined by the Parties to Buyer all necessary Seller information required for such applications and Buyer shall have provided to Seller a copy apply. Each of each such application (excluding confidential sections thereof) not less than three (3) Business Days prior to the date on which such application is to be filed. Buyer shall respond (and Seller shall assist Buyer in responding) to all requests for information from a Governmental Body in a timely manner and Parties shall use their respective Commercially Reasonable Efforts its commercially reasonable efforts to obtain an early termination of the applicable waiting period and respond as promptly as practicable to (i) any request within three inquiries or requests received from the Federal Trade Commission or United States Department of Justice for additional information or documentation and (3ii) Business Daysany inquiries or requests received from any state attorney general, foreign antitrust authority or other Governmental Authority in connection with antitrust or related matters. Each of the Parties will use its commercially reasonable best efforts to (i) subject to applicable Law, permit the other Party to review and discuss in advance andadvance, to and consider in good faith the extent practicable, will consult with views of the other Party on all characterizations of the information relating to the other Party which appear in any filing made connection with, any written or written materials submitted to, oral communication between it and any Governmental Body in connection with the Acquisition; Authority and (ii) consult with promptly inform each other of any supply to such other Party any communication received by the Party from the Federal Trade Commission, the United States Department of Justice, or any other Governmental Authority. If any objections are asserted with respect to obtaining all Governmental Authorizations necessary or advisable to consummate the Acquisition (unless prohibited under any Law or if any suit is instituted by any Governmental Authority or any private party challenging the applicable Governmental Body) and will keep the other Party apprised Acquisition, each of the status of matters relating Parties shall use its commercially reasonable efforts to completion resolve any such objections or challenge so as to permit consummation of the Acquisition. Each The Seller and the Purchaser shall each bear fifty percent (50%) of the Parties will promptly furnish the other Party with copies of all written communications received by it, from, or delivered to, any Governmental Body in connection with and material filing fee applicable to the Acquisition, except for any confidential portions thereof and shall update the other party on any non-written correspondence with Governmental Bodies relating to Governmental AuthorizationsHSR Act.

Regulatory Matters and Approvals. Each of the Parties party will cooperate and use Commercially Reasonable Efforts to promptly prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary Governmental AuthorizationsRegulatory Approvals. Buyer Each party shall file all requisite applications with the applicable Governmental Bodies Entities no later than thirty (30) calendar days after the date of this Agreement (and shall use its Commercially Reasonable Efforts to file such applications not later than twenty (20) 21 calendar days after the date of this Agreement); provided that Seller the non-filing party has supplied to Buyer filing party all necessary Seller non-filing party information required for such applications and Buyer the filing party shall have provided to Seller the non-filing party a copy of each such application (excluding confidential sections thereof) not less than three (3) Business Days prior to the date on which such application is to be filed. Buyer The filing party shall respond (and Seller the non-filing party shall assist Buyer the filing party in responding) to all requests for information from a Governmental Body Entity in a timely manner and shall use their respective Commercially Reasonable Efforts to respond to any request within three (3) Business Days. Each of the Parties parties will (ia) permit the other to review in advance and, to the extent practicable, will consult with the other Party party on all characterizations of the information relating to the other Party which party that appear in any filing made with, or written materials submitted to, any Governmental Body Entity in connection with the Acquisition; transactions contemplated hereby, except for any confidential portions thereof, and (iib) consult with the other with respect to obtaining all Governmental Authorizations Regulatory Approvals necessary or advisable to consummate the Acquisition transactions contemplated hereby (unless prohibited by the applicable Governmental BodyEntity) and will keep the other Party party apprised of the status of matters relating to completion of the Acquisitiontransactions contemplated hereby. Each of the Parties parties will promptly furnish the other Party party with copies of all written communications received by it, from, or delivered to, any Governmental Body Entity in connection with and material to the Acquisitiontransactions contemplated hereby, except for any confidential portions thereof and shall update the other party on any non-written correspondence with Governmental Bodies Entities relating to Governmental AuthorizationsRegulatory Approvals. Notwithstanding the foregoing, nothing contained herein shall require Buyer or any of its Affiliates to (x) take or commit to take any action that could limit its freedom of action with respect to, or its ability to retain, one or more of its businesses, product lines or assets or (y) litigate, pursue or defend against any administrative or judicial action or proceeding (including any proceeding seeking a temporary restraining order or preliminary injunction) challenging any of the transactions contemplated hereby. As used in this Agreement, “Regulatory Approvals” means the following approvals required to consummate the transactions contemplated hereby: the approval of the Office of the Comptroller of the Currency, the United States Department of Justice and the Missouri Division of Finance.