Common use of Governmental Filings; No Violations Clause in Contracts

Governmental Filings; No Violations. (i) Other than the filings ----------------------------------- and/or notices (A) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), the Securities Act of 1933, as amended (the ------- "Securities Act")and the Exchange Act, (B) to comply with state securities or --------------- "blue sky" laws, including, without limitation, the filing required by Section 1707.041 of the Ohio Revised Code, and (C) required to be made with the NYSE, no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any governmental or regulatory authority, agency, commission, body or other governmental entity (each, a "Governmental Entity"), in connection with the execution and delivery of this -------------------- Agreement by the Company and the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate transactions contemplated by this Agreement.

Governmental Filings; No Violations. (i) Other than the filings ----------------------------------- and/or notices (A) pursuant to Section 1.3, (B) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Securities Act of 1933, as amended (the ------- "Securities Act")and the Exchange Act"), (BC) to comply with state securities or --------------- "blue blue-sky" laws, including, without limitation, the filing required by Section 1707.041 of the Ohio Revised Code, and (CD) required to be made with the NYSENYSE or Nasdaq, and (E) the filing of appropriate documents with, and approval of, the respective Commissioners of Insurance or similar regulatory authorities of Arizona, Florida, Georgia, New York, South Carolina, Texas, Puerto Rico, Mexico, Cayman Islands, Argentina, Turks & Caicos, Dominican Republic and the United Kingdom and such notices and consents as may be required under the antitrust notification insurance laws of any state in which the Company, Parent or any of their respective subsidiaries is domiciled or does business, no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any governmental or regulatory authority, agency, commission, body or other governmental entity (each, a "Governmental Entity"), in connection with the execution and delivery of this -------------------- Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement.

Governmental Filings; No Violations. (ia) Other than the filings ----------------------------------- and/or filings, notices and Consents (Ai) pursuant to Section 1.3, (ii) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements HSR Act of 1976, as amended (the "HSR Act"), the Securities Act of 1933, as amended (the ------- "Securities Act")and and the Exchange Act, (B) to comply with state securities or --------------- "blue sky" laws, including, without limitation, the filing required by Section 1707.041 of the Ohio Revised Code, and (Ciii) required to be made with the NYSE, and (iv) the filing of appropriate documents with, and approval of, the respective Commissioners of Insurance or similar Regulatory Authorities of Bermuda, Florida, Minnesota, Nevada, Ohio and Texas, and such filings, notices or Consents as may be required under the antitrust notification insurance Laws of any state in which the Company, Parent or any of their respective Subsidiaries is domiciled or does business, no notices, reports or other filings are required to be made by the any Company Entity with, nor are any consentsConsents, registrations, approvals, permits registrations or authorizations Permits required to be obtained by the any Company Entity from, any governmental or regulatory authority, agency, commission, body or other governmental entity (each, a "Governmental Entity")Regulatory Authority, in connection with the execution and delivery of this -------------------- Agreement and the Stock Option Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated herebyhereby and thereby, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement and the Stock Option Agreement.

Governmental Filings; No Violations. (i) Other than the filings ----------------------------------- and/or notices (A) provided for in Section 2.3, as required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended 0000 (the xxx "HSR ActXXX Xxx"), the Securities Act of 1933, as amended (the ------- "Securities Act")and filings required under the Exchange Act------- Act and such filings or consents, registrations, approvals, permits or authorizations as may be required under the laws of Germany, Ireland, Canada, Belgium, Hungary and Mexico (B) to comply with state securities or --------------- "blue sky" laws, including, without limitationcollectively, the filing required by Section 1707.041 of the Ohio Revised Code, and (C) required to be made with the NYSE"Regulatory Approvals"), no -------------------- notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any governmental or regulatory authority, agency, commission, body commission or other governmental entity entity, domestic or foreign (each, a "Governmental Entity"), in connection with the execution and delivery of this -------------------- --------------------- Agreement by the Company and the Merger and consummation of the other transactions contemplated hereby, except those that the failure to make or obtain are not, individually any or in the aggregate, reasonably all of which is reason ably likely to have a material adverse effect on the financial condition, properties, business or results of operations of the Company Material Adverse Effect and its subsidiaries taken as a whole, or prevent, could prevent or materially delay the transactions contemplated by this Agreement or materially impair the ability of Purchaser, Merger Sub, the Company or any of their respective affiliates, following consummation of the Offer or the Merger, to consummate transactions contemplated by this Agreementconduct any material business or operations in any jurisdiction where they are now being conducted.

Governmental Filings; No Violations. (ia) Other than the filings ----------------------------------- and/or notices filings, notices, waiting periods or approvals required by (Ai) under Section 1.3, (ii) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended amended, and the rules and regulations promulgated thereunder (“HSR Act”), (iii) the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "HSR “Exchange Act"”), including the Securities Act filing with the SEC of 1933, as amended (the ------- "Securities Act")and the Exchange Act, (B) to comply with Joint Proxy Statement/Prospectus and other filings required under federal or state securities or --------------- "blue sky" laws, including, without limitation, the filing required by Section 1707.041 of the Ohio Revised Code, laws and (Civ) required to be made with the NYSENYSE rules and regulations, no noticesconsent, reports approval, Order, license, Permit or other filings are required to be made by the Company authorization of, or registration, declaration, notice or filing with, nor are any consents, registrations, approvals, permits Governmental Entity is necessary or authorizations required to be obtained or made by or with respect to the Company from, or any governmental or regulatory authority, agency, commission, body or other governmental entity (each, a "Governmental Entity"), of the Company Subsidiaries in connection with the execution and delivery of this -------------------- Agreement Agreement, the performance by the Company of its obligations under this Agreement and the Merger consummation by the Company of the Mergers and the other transactions contemplated hereby, except those that the failure of which to make or obtain are notwould not reasonably be expected to have, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate transactions contemplated by this AgreementEffect.

Governmental Filings; No Violations. (i) Other than the filings ----------------------------------- and/or notices (A) pursuant to Section 1.3, (B) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), the Securities Act of 1933, as amended (the ------- "Securities Act")and ) and the Exchange ActAct as amended, (B) to comply with state securities or --------------- "blue sky" laws, including, without limitation, the filing required by Section 1707.041 of the Ohio Revised Code, and (C) required to be made with the New York Stock Exchange ("NYSE"), and (D) the filing of appropriate documents with, and approval of, the respective Commissioners of Insurance or similar regulatory authorities of the states set forth in Section 5.1(d) of the Company Disclosure Letter and such notices and consents as may be required under the antitrust notification or insurance Laws of any state or country in which the Company, Parent or any of their respective subsidiaries is domiciled or does business, no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any foreign or domestic governmental or regulatory authority, agency, commission, legislature, body or other governmental entity (each, a "Governmental Entity"), in connection with the execution and delivery of this -------------------- Agreement and the Stock Option Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated herebyhereby and thereby, except those that the failure to make or obtain are would not, individually or in the aggregate, reasonably likely to (i) have a Company Material Adverse Effect or Effect, (ii) prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this AgreementAgreement or the Stock Option Agreement or (iii) materially impair the ability of any Parent Company, (including the Company following the Effective Time), to conduct its business in the manner as such business is now being conducted.

Governmental Filings; No Violations. (i) Other than the filings ----------------------------------- any reports, filings, registrations, approvals and/or notices (A) required to be made pursuant to Section 1.3(a), (B) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "“HSR Act"”), the Securities Act of 1933, as amended (the ------- "“Securities Act")and Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act, (B) to comply with state securities or --------------- "blue sky" laws, including, without limitation, the filing required by Section 1707.041 of the Ohio Revised Code”), and (C) required to be made with The NASDAQ Global Market (items (B) and (C), the NYSE“Company Required Statutory Approvals”), no notices, reports reports, registrations or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any United States or foreign federal, state, or local governmental or regulatory authority, agency, commission, body or other governmental entity including, without limitation, the FDA and the U.S. Drug Enforcement Agency (each, a "“Governmental Entity"”), in connection with the execution and delivery of this -------------------- Agreement and the consummation by the Company and of the Merger and the other transactions contemplated hereby, except for those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate transactions contemplated by this AgreementEffect.

Governmental Filings; No Violations. (i) Other than the filings ----------------------------------- and/or notices necessary notices, reports, filings, consents, registrations, approvals, permits, authorizations, actions or non-actions (A) pursuant to Section 1.3, (B) required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements HSR Act, the Securities Exchange Act of 19761934, as amended (the "HSR “Exchange Act"), ”) and the Securities Act of 1933, as amended (the ------- "Securities Act")and the Exchange Act, (BC) to comply with state securities or --------------- "blue “blue-sky" ” laws, including, without limitation, the filing required by Section 1707.041 of the Ohio Revised Code, and (CD) required to be made with the New York Stock Exchange (the “NYSE”) and (E) other filings and recordations as required by Governmental Entities other than those in the United States as set forth on Section 5.1(d) of the Company Disclosure Letter, no noticesfilings, notices and/or reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any domestic or foreign governmental or regulatory authority, court, agency, commission, body or other legislative, executive or judicial governmental entity (each, a "“Governmental Entity"”), in connection with the execution execution, delivery and delivery performance of this -------------------- Agreement by the Company and the consummation of the Merger and the other transactions contemplated hereby, or in connection with the continuing operation of the business of the Company and its Subsidiaries following the Effective Time, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate transactions contemplated by this AgreementEffect.

Governmental Filings; No Violations. (i) Other than the filings ----------------------------------- and/or notices (A) under the filing of the Delaware Certificate of Merger, (B) compliance with applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended 1976 (the "“HSR Act")”) or any other applicable antitrust or competition Law, (C) compliance with the Securities Act applicable requirements of 1933, as amended (the ------- "Securities Act")and the Exchange Act, (B) to comply with state securities or --------------- "blue sky" laws, including, without limitation, including the filing required by Section 1707.041 of the Ohio Revised CodeSchedule 14D-9 in connection with the Offer and the Proxy Statement, if applicable, in connection with the Company Requisite Vote, (D) compliance with the rules and regulations of NASDAQ or FINRA and (CE) required to be made with the NYSEother filings, consents and/or notices set forth on Section 4.1(d)(i) of the Company Disclosure Schedule, no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any governmental domestic or foreign governmental, administrative or regulatory authority, agency, commission, body body, court or other legislative, executive or judicial governmental entity (each, a "“Governmental Entity"”), in connection with the execution execution, delivery and delivery performance of this -------------------- Agreement by the Company and the consummation of the Offer, the Merger and the other transactions contemplated herebyTransactions, except those that the failure to make or obtain are notobtain, individually or in the aggregateaggregate with other such failures, has not had, and would not reasonably likely be expected to have have, a Company Material Adverse Effect or and would not reasonably be expected to prevent, materially delay or materially impair the ability consummation of the Company to consummate transactions contemplated by this AgreementTransaction.

Governmental Filings; No Violations. (i) Other than the filings ----------------------------------- and/or notices (A) pursuant to Section 1.2, (B) with the Delaware Secretary of State, (C) under the Xxxx-Xxxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), the Securities Act of 1933, as amended () and the ------- "Securities Act")and the Exchange Act, (BD) to comply with state securities or --------------- "blue sky" laws, including, without limitation, the filing required by Section 1707.041 of the Ohio Revised Code, laws and (CE) required to be made with the NYSENational Association of Securities Dealers (the "NASD"), no notices, ---- reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations (collectively, "Government ---------- Consents") required to be obtained by the Company from, from any court or other -------- governmental or regulatory authority, agency, commission, body or other governmental entity (each, a "Governmental Entity"), in connection with the execution ------------------- and delivery of this -------------------- Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have result in a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement.

Governmental Filings; No Violations. (i) Other than the filings ----------------------------------- and/or notices (A) pursuant to Section 1.3, (B) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ActACT"), the Exchange Act and the Securities Act of 1933, as amended (the ------- "Securities Act")and the Exchange ActSECURITIES ACT"), (BC) to comply with state securities or --------------- "blue blue-sky" laws, including, without limitation, the filing required by Section 1707.041 of the Ohio Revised Code, and (CD) required to be made with the NYSEASE, no notices, reports or other filings are required to be made by the Company or any of its Subsidiaries with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company or any of its Subsidiaries from, any governmental or regulatory authority, agency, commission, body or other governmental entity (each, a "Governmental EntityGOVERNMENTAL ENTITY"), in connection with the execution and delivery of this -------------------- Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of prevent the Company to consummate from consummating the transactions contemplated by this Agreement.

Governmental Filings; No Violations. (i) Other than the filings ----------------------------------- and/or notices (A) pursuant to Section 1.2, (B) with the Delaware Secretary of State, (C) under the XxxxHart-Xxxxx-Xxxxxx Antitrust Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), the Securities Act of 1933, as amended (the ------- "Securities Act")and ) and the Exchange Act, (BD) to comply with state securities or --------------- "blue sky" laws, including, without limitation, the filing required by Section 1707.041 of the Ohio Revised Code, laws and (CE) required to be made with the NYSENational Association of Securities Dealers (the "NASD"), no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations (collectively, "GOVERNMENT CONSENTS") required to be obtained by the Company from, from any court or other governmental or regulatory authority, agency, commission, body or other governmental entity (each, a "Governmental EntityGOVERNMENTAL ENTITY"), in connection with the execution and delivery of this -------------------- Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement.

Governmental Filings; No Violations. (i) Other than the filings ----------------------------------- and/or notices (A) pursuant to Section 1.3, (B) under the XxxxHart-XxxxxScott-Xxxxxx Rodino Antitrust Improvements Act of 1976, as xxxxxxx (xxx "XXR ACT"), the Securities Exchange Act of 1934, as amended (the "HSR ActEXCHANGE ACT"), ) and the Securities Act of 1933, as amended (the ------- "Securities Act")and the Exchange ActSECURITIES ACT"), (BC) to comply with state securities or --------------- "blue blue-sky" laws, including, without limitation, the filing required by Section 1707.041 of the Ohio Revised Code, and (CD) required to be made with the NYSENYSE and (E) the filing of appropriate documents with, and the approval of, the respective Commissioners of Insurance of Iowa, Delaware, New York, Oklahoma, Florida, Michigan and New Hampshire, and such consents as may be required under the insurance laws of any state in which the Company, Parent or any of their respective Subsidiaries is domiciled or does business, no notices, reports filings or other filings notices are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any governmental or regulatory authority, agency, commission, body or other governmental entity (each, a "Governmental EntityGOVERNMENTAL ENTITY"), in connection with the execution and delivery of this -------------------- Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate transactions contemplated by this AgreementEffect.

Governmental Filings; No Violations. (i) Other than the filings ----------------------------------- and/or notices (A) those notices, reports, filings, consents, registrations, approvals, permits or authorizations provided for in Section 2.3, as required under the XxxxHart-Xxxxx-Xxxxxx Antitrust Xxxitrust Improvements Act of 1976, as amended 1976 (xxx "XXX Xxx") xxx the antitrust or competition laws and regulations of jurisdictions outside the United States (the "HSR ActForeign Filings"), the Securities Act of 1933, as amended (the ------- "Securities Act")and and the Exchange Act, Act (B) to comply with state securities or --------------- "blue sky" laws, including, without limitationcollectively, the filing required by Section 1707.041 of the Ohio Revised Code, and (C) required to be made with the NYSE"Regulatory Filings"), no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any governmental or regulatory authority, agency, commission, body commission or other governmental entity entity, domestic or foreign (each, a "Governmental Entity"), in connection with the execution and delivery of this -------------------- Agreement or the Stock Option Agreement by the Company and the Merger and consummation by the other Company of the transactions contemplated herebyhereby or thereby, except for those that the failure of which to make be made or obtain are obtained would not, individually or in the aggregate, reasonably be likely to have adversely affect the Company in a Company Material Adverse Effect material way or preventto prevent the consummation of, materially delay or materially impair the Company's ability of to consummate, the Company to consummate transactions contemplated by this Agreementhereby or thereby.

Governmental Filings; No Violations. (ia) Other than the filings ----------------------------------- and/or notices (A) pursuant to Section 1.3, (B) under the Xxxx-Xxxxx-Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the "“HSR Act"”), or the antitrust laws of any Governmental Entity, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Securities Act of 1933, as amended (the ------- "“Securities Act")and the Exchange Act, (B”) to comply with state securities or --------------- "blue sky" laws, including, without limitation, the filing required by Section 1707.041 of the Ohio Revised Code, and (C) required to be made with NASDAQ (collectively, the NYSE“Company Approvals”), no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any domestic or foreign governmental or regulatory authority, agency, commission, body body, court or other governmental legislative, executive or judicial entity (each, a "“Governmental Entity"”), in connection with the execution execution, delivery and delivery performance of this -------------------- Agreement by the Company and the Merger consummation of the Mergers and the other transactions contemplated hereby, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability consummation of the Company to consummate transactions contemplated by this Agreement.

Governmental Filings; No Violations. (ia) Other than the filings ----------------------------------- and/or notices (Ai) described in Section 4.19 under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Securities Exchange Act of 19761934, as amended (the "HSR Exchange Act"), ) or the filing of a Registration Statement under the Securities Act of 1933, as amended (the ------- "Securities Act")and the Exchange Act"), (Bii) to comply with state securities or --------------- "blue blue-sky" laws, including, without limitation, (such filings and/or notices of Xxxxxx being the filing required by Section 1707.041 "Xxxxxx Governmental Consents" and of AI being the Ohio Revised Code, and (C) required to be made with the NYSE"AI Governmental Consents"), no notices, reports or other filings are required to be made by the Company it with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company it from, any governmental or regulatory authority, court, agency, commission, body or other governmental entity (each, a "Governmental Entity"), in connection with the execution and delivery of this -------------------- Agreement by the Company it and the Merger and consummation by it of the other transactions contemplated hereby, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect on it or prevent, materially delay or materially impair the its ability of the Company to consummate the transactions contemplated by this Agreement.

Governmental Filings; No Violations. (i) Other than the filings ----------------------------------- and/or notices (A) pursuant to Section 1.3, (B) under the XxxxHart-Xxxxx-Xxxxxx Antitrust Xxxitrust Improvements Act of 1976, as amended (the "HSR ActACT"), the Securities Act of 1933, as amended (the ------- "Securities Act")and the Exchange Act, (BC) to comply with state securities or --------------- "blue blue-sky" laws, including(D) the filing of appropriate documents with, without limitationand approval of, the filing required by Section 1707.041 respective Commissioners of Insurance or similar regulatory authorities of the Ohio Revised Codestates listed in Section 5.1(d) of the Company Disclosure Letter, and (CE) such notices and consents as may be required to be made with under the NYSEantitrust notification insurance laws of the states listed in Section 5.1(d) of the Company Disclosure Letter, no notices, reports or other filings are required to be made by the Company or any of its Subsidiaries with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company or any of its Subsidiaries from, any governmental or regulatory authority, agency, commission, body or other governmental entity (each, a "Governmental EntityGOVERNMENTAL ENTITY"), in connection with the execution and delivery of this -------------------- Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated herebyhereby and thereby, except those that the failure to make or obtain are would not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate transactions contemplated by this AgreementEffect.

Governmental Filings; No Violations. (i) Other than the filings ----------------------------------- and/or notices (A) pursuant to Section 1.3, (B) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), the Securities Act of 1933, as amended (the ------- "Securities Act")and Act"), and the Securities Exchange Act of -------------- 1934, as amended (the "Exchange Act"), if any, (BC) to comply with state ------------ securities or --------------- "blue sky" laws, including, without limitation, the filing required by Section 1707.041 of the Ohio Revised Code, laws and (CD) required to be made with the NYSENasdaq National Market, to the knowledge of the Parent, no notices, reports or other filings are required to be made by the Company Parent or the Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company Parent or the Merger Sub from, any governmental or regulatory authority, agency, commission, body or other governmental entity (each, a "Governmental Entity"), in connection with the execution and delivery of this -------------------- Agreement by the Company Parent and the Merger Sub and the consummation by the Parent and the Merger Sub of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Company Parent Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company Parent or the Merger Sub to consummate the transactions contemplated by this Agreement.

Governmental Filings; No Violations. (i) Other than the filings ----------------------------------- and/or notices (A) pursuant to Section 1.3, (B) under the XxxxHart-Xxxxx-Xxxxxx Antitrust Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Securities Act of 1933, as amended (the ------- "Securities Act")and the Exchange Act, (B) to comply with state securities or --------------- "blue sky" laws, including, without limitation, the filing required by Section 1707.041 of the Ohio Revised Code), and (C) required to be made with the NYSENasdaq National Market, no notices, reports reports, or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits permits, or authorizations required to be obtained by the Company from, any governmental or regulatory authority, agency, commission, body body, or other governmental entity (each, a "Governmental Entity"), in connection with the execution and delivery of this -------------------- Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely expected to have a Company Material Adverse Effect or prevent, materially delay delay, or materially impair the ability of the Company to consummate transactions contemplated by this Agreement.

Governmental Filings; No Violations. (i) Other than the filings ----------------------------------- and/or notices (A) pursuant to Section 1.3, (B) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), the Exchange Act and the Securities Act of 1933, as amended (the ------- "Securities Act")and the Exchange Act"), (BC) to comply with state securities or --------------- "blue blue-sky" laws, including, without limitation, the filing required by Section 1707.041 of the Ohio Revised Code, and (CD) required to be made with the NYSEASE, no notices, reports or other filings are required to be made by the Company or any of its Subsidiaries with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company or any of its Subsidiaries from, any governmental or regulatory authority, agency, commission, body or other governmental entity (each, a "Governmental Entity"), in connection with the execution and delivery of this -------------------- Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of prevent the Company to consummate from consummating the transactions contemplated by this Agreement.

Governmental Filings; No Violations. (i) Other than the filings ----------------------------------- and/or notices (A) pursuant to Section 1.2, (B) with the Delaware Secretary of State, (C) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and a filing ------- under the Securities Act of 1933XXX Xxx, as amended (the ------- x "Securities Act")and the Exchange ActXXX Xxxxxx") xxx xxx Xxxxxxxx Xxx, (BX) to comply ---------- with state securities or --------------- "blue sky" laws, including, without limitation, the filing required by Section 1707.041 of the Ohio Revised Code, laws and (CE) required to be made with the NYSENational Association of Securities Dealers (the "NASD"), no notices, reports or ---- other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations (collectively, "Government Consents") required to be obtained by the Company fromfrom any ------------------- court or other governmental or regulatory authority, any agency, commission, body or other governmental or regulatory authority, agency, commission, body or other governmental entity (each, a "Governmental ------------ Entity"), in connection with the execution and delivery of this -------------------- ------ Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain are not, individually or and in the aggregate, reasonably likely to have result in a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement.

Governmental Filings; No Violations. (i) Other than the filings ----------------------------------- and/or notices (A) pursuant to Section 1.3, (B) under the XxxxHxxx-Xxxxx-Sxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the "“HSR Act"”), or the antitrust laws of any Governmental Entity, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Securities Act of 1933, as amended (the ------- "“Securities Act")and the Exchange Act, (B”) to comply with state securities or --------------- "blue sky" laws, including, without limitation, the filing required by Section 1707.041 of the Ohio Revised Code, and (C) required to be made with NASDAQ (collectively, the NYSE“Company Approvals”), no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any domestic or foreign governmental or regulatory authority, agency, commission, body body, court or other governmental legislative, executive or judicial entity (each, a "“Governmental Entity"”), in connection with the execution execution, delivery and delivery performance of this -------------------- Agreement by the Company and the Merger consummation of the Mergers and the other transactions contemplated hereby, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability consummation of the Company to consummate transactions contemplated by this Agreement.

Governmental Filings; No Violations. (ia) Other than the filings ----------------------------------- filings, permits, authorizations, consents, approvals and/or notices pursuant to or required by (Ai) under Sections 1.3. and 4.5.(b) hereof, (ii) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (iii) the Securities Exchange Act of 1934 (the "Exchange Act"), (iv) the Securities Act of 1933, as amended (the ------- "Securities Act")and the Exchange Act"), and (Bv) to comply with state securities or --------------- "blue blue-sky" laws, including, without limitation, the filing required by Section 1707.041 of the Ohio Revised Code, and (C) required except as may result from any facts or circumstances relating solely to be made with the NYSE, no notices, reports Parent or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits Merger Subsidiary or authorizations required to be obtained by the Company from, any governmental or regulatory authority, agency, commission, body or other governmental entity (each, a "Governmental Entity")its affiliates, in connection with the execution and delivery of this -------------------- Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated herebyhereby and thereby, there are no filings, authorizations, consents, approvals or notices required with or by any court, administrative agency, commission, government or regulatory authority, domestic or foreign, except those that the failure to make or obtain are will not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate transactions contemplated by this Agreement.