All necessary filings pursuant to the HSR Act and the Canadian Competition Act shall have been made and all applicable waiting periods thereunder shall have expired or been terminated, and Competition Act Approval shall have been obtained. There shall be in effect no Legal Requirement or Governmental Order (whether temporary, preliminary or permanent) that has the effect of prohibiting the consummation of the Transactions, and no litigation instituted by any Governmental Authority seeking to prohibit the consummation of the Transactions or that would cause any of the Transactions to be rescinded following the Closing shall be pending.