Common use of No Order Clause in Contracts

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, or other order (whether temporary, preliminary or permanent) which is in effect and which materially restricts, prevents or prohibits consummation of the Closing or any transaction contemplated by this Agreement.

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statuteLaw, rule, regulation, executive orderjudgment, decree, injunction, executive order or other order (whether temporary, preliminary or permanent) award which is then in effect and which materially restrictshas the effect of making the Transactions, prevents including the Mergers, illegal or prohibits otherwise prohibiting consummation of the Closing or any transaction contemplated by this AgreementTransactions, including the Mergers.

No Order. No Governmental Authority governmental authority or other agency or commission or federal or state court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, or other order (whether temporary, preliminary or permanent) which is in effect and which materially restricts, prevents or prohibits consummation of the Closing or any transaction contemplated by this Agreement.

No Order. No Governmental Authority federal or state governmental or regulatory authority or other agency or commission, or federal or state court of competent jurisdiction, shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, injunction or other order (whether temporary, preliminary or permanent) which is in effect and which materially restrictsrestricting, prevents preventing or prohibits prohibiting consummation of the Closing or any transaction transactions contemplated by this Agreement.

No Order. No Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statutedecision, rule, regulation, executive orderinjunction, decree, injunctionruling, Law or other order Order (whether temporary, preliminary or permanent) which that is in effect and which materially restricts, prevents enjoins or otherwise prohibits or makes illegal the consummation of the Closing or any transaction contemplated by this AgreementMerger.

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, Law or other order Order (whether temporary, preliminary or permanent) which is then in effect and which materially restrictshas the effect of enjoining, prevents restraining, prohibiting or prohibits otherwise making illegal the consummation of the Closing or any transaction contemplated by this AgreementTransactions (collectively, a “Restraint”).

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statuteLaw, rule, regulation, executive orderjudgment, decree, injunction, executive order or other order (whether temporary, preliminary or permanent) award which is then in effect and which materially restricts, prevents has the effect of making the Transactions illegal or prohibits otherwise prohibiting consummation of the Closing or any transaction contemplated by this AgreementTransactions.

No Order. No Governmental Authority Entity shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, injunction or other order (whether temporary, preliminary or permanent) which is in effect and which materially restricts, prevents has the effect of making the transactions contemplated hereby illegal or prohibits otherwise prohibiting the consummation of the Closing or any transaction transactions contemplated by this Agreementhereby.

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, or other order Law (whether temporary, preliminary or permanent) which is then in effect and which materially restrictshas the effect of making the acquisition of Shares by Parent or Purchaser or any affiliate of either of them illegal or otherwise restricting, prevents preventing or prohibits prohibiting consummation of the Closing or any transaction contemplated by this Agreement.Transactions; and

No Order. No Governmental Authority shall have enacted, threatened, issued, promulgated, enforced or entered any statuteGovernmental Order that is then in effect, rule, regulation, executive order, decree, injunctionpending or threatened and has, or other order (whether temporarywould have, preliminary the effect of prohibiting, restraining, enjoining or permanent) which is in effect and which materially restricts, prevents or prohibits restricting the consummation of the Closing or any transaction contemplated by this Agreement.Transactions;

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, Law or other order Governmental Order (whether temporary, preliminary or permanent) which is in that has the effect and which materially restricts, prevents or prohibits consummation of making the Closing or any transaction transactions contemplated by this Agreement.Agreement or the Ancillary Agreements illegal or otherwise restraining or prohibiting the consummation of such transactions;

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, Law or other order Governmental Order (whether temporary, preliminary or permanent) which is in that has the effect and which materially restricts, prevents or prohibits consummation of making the Closing or any transaction transactions contemplated by this AgreementAgreement illegal or otherwise restraining or prohibiting the consummation of such transactions.

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, Law or other order (whether temporary, preliminary or permanent) Order which is in effect and which materially restricts, prevents preventing or prohibits prohibiting consummation of the Closing or any transaction transactions contemplated by this AgreementAgreement or restricting the consummation of the transactions contemplated by this Agreement in a manner that would have a Seller Material Adverse Effect or a Company Material Adverse Effect.

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced promulgated or entered any statute, rule, regulation, executive order, decree, injunction, or other order (whether temporary, preliminary or permanent) Order which is in effect and which materially restricts, prevents has the effect of making illegal or prohibits otherwise prohibiting the consummation of the Closing or any transaction transactions contemplated by this Agreement.

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, Law or other order Governmental Order (whether temporary, preliminary or permanent) which is in that has the effect and which materially restricts, prevents or prohibits consummation of making the Closing or any transaction transactions contemplated by this AgreementAgreement or the Ancillary Agreements illegal or otherwise restraining or prohibiting the consummation of such transactions.

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, Law or other order Governmental Order (whether temporary, preliminary or permanent) which is in that has the effect and which materially restricts, prevents or prohibits consummation of making the Closing or any transaction transactions contemplated by this Agreement.Agreement or the Ancillary Agreements illegal or otherwise restraining or prohibiting the consummation of such transactions; and

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced promulgated or entered any statute, rule, regulation, executive order, decree, injunction, or other order (whether temporary, preliminary or permanent) Order which is in effect and which materially restricts, prevents has the effect of making illegal or prohibits otherwise prohibiting the consummation of the Closing or any transaction transactions contemplated by this Agreement.

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statuteLaw, rule, regulation, executive orderjudgment, decree, injunction, executive order or other order (whether temporary, preliminary or permanent) award which is then in effect and which materially restrictshas the effect of making the Transactions, prevents illegal or prohibits otherwise prohibiting consummation of the Closing or any transaction contemplated by this AgreementTransactions.

No Order. No Governmental Authority federal or state governmental or regulatory authority or other agency or commission, or federal or state court of competent jurisdiction, shall have enacted, issued, promulgated, enforced enforced, or entered any statute, rule, regulation, executive order, decree, injunction, or other order (whether temporary, preliminary preliminary, or permanent) which is in effect and which materially restrictsrestricting, prevents preventing, or prohibits prohibiting consummation of the Closing or any transaction transactions contemplated by this Agreement.

No Order. No Governmental Authority governmental authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decreelaw, injunction, order, decree or other order ruling (whether temporary, preliminary or permanent) which is then in effect and which materially restricts, prevents or prohibits has the effect of making consummation of the Closing transactions contemplated by this Agreement illegal or any transaction prohibiting consummation of the transactions contemplated by this Agreement.

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statuteLaw, rule, regulation, executive orderjudgment, decree, writ, injunction, determination, Order or other order (whether temporary, preliminary or permanent) award which is then in effect and which materially restricts, prevents has the effect of making the Transactions illegal or prohibits otherwise prohibiting consummation of the Closing or any transaction contemplated by this AgreementTransactions.

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, Law or other order Governmental Order (whether temporary, preliminary or permanent) which is in that has the effect and which materially restricts, prevents or prohibits consummation of making the Closing or any transaction transactions contemplated by this Agreement.Agreement illegal or otherwise prohibiting the consummation of such transactions; and

No Order. No Governmental Authority shall federal or state governmental or regulatory authority or other agency or commission, or federal or state court of competent jurisdiction, will have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, injunction or other order (whether temporary, preliminary or permanent) which is in effect and which materially restricts, prevents or prohibits the consummation of the Closing or any transaction transactions contemplated by this Agreement.

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, Law or other order (whether temporary, preliminary or permanent) which is in Governmental Order that has the effect and which materially restricts, prevents or prohibits consummation of making the Closing or any transaction transactions contemplated by this Agreement.Agreement illegal or otherwise restraining or prohibiting the consummation of such transactions; and

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statutelaw, rule, regulation, executive injunction, order, decree, injunction, decree or other order ruling (whether temporary, preliminary or permanent) which is then in effect and which materially restrictshas the effect of making the acquisition of Shares by Parent or Purchaser or any affiliate of either of them illegal or otherwise restricting, prevents preventing or prohibits prohibiting consummation of the Closing or any transaction contemplated by this Agreement.Transactions; and

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, Law or other order Governmental Order (whether temporary, preliminary or permanent) which is in that has the effect and which materially restricts, prevents of making the Transactions illegal or prohibits otherwise restraining or prohibiting the consummation of the Closing or any transaction contemplated by this Agreement.such transactions; and

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced promulgated or entered any statute, rule, regulation, executive order, decree, injunction, or other order (whether temporary, preliminary or permanent) Order which is in effect and which materially restricts, prevents has the effect of making illegal or prohibits otherwise prohibiting the consummation of the Closing or any transaction transactions contemplated by this AgreementAgreement or could cause any of such transactions to be rescinded following the Closing.

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, injunction or other order (whether temporary, preliminary or permanent) which is in effect and which materially restricts, prevents has the effect of making the Acquisition illegal or prohibits otherwise prohibiting consummation of the Closing or any transaction contemplated by this AgreementAcquisition.

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, or other order (whether temporary, preliminary or permanent) Governmental Order which is in effect and which materially restricts, prevents or prohibits consummation has the effect of making the Closing or any transaction transactions contemplated by this AgreementAgreement illegal or otherwise restraining or prohibiting consummation of such transactions; provided however, that each party hereto shall have complied with its obligations under Section 5.04.

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statuteLaw, rule, regulation, executive orderjudgment, decree, injunction, or other order (whether temporary, preliminary or permanent) which is then in effect and which materially restricts, prevents has the effect of making the Transactions illegal or prohibits otherwise prohibiting consummation of the Closing or any transaction contemplated by this AgreementTransactions.

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statutelaw, rule, regulation, executive order, decree, injunction, order or other order (whether temporary, preliminary or permanent) which Order that is then in effect and which materially restricts, prevents or prohibits has the effect of prohibiting the consummation of the Closing or any transaction contemplated by this AgreementMerger.

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, injunction or other order Governmental Order (whether temporary, preliminary or permanent) which is in effect and which materially restricts, prevents or prohibits consummation has the effect of making the Closing or any transaction transactions contemplated by this Agreementagreement illegal or otherwise restraining or prohibiting consummation of such transactions.

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, or other order (whether temporary, preliminary or permanent) Governmental Order which is in effect and which materially restricts, prevents or prohibits consummation has the effect of making the Closing or any transaction transactions contemplated by this AgreementAgreement illegal or otherwise prohibiting consummation of such transactions.

No Order. No Governmental Authority shall will have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, injunction or other order Order (in each case, whether temporary, preliminary or permanent) which is in effect and which materially restricts, prevents has the effect of making the Closing illegal or prohibits otherwise prohibiting consummation of the Closing or any transaction transactions contemplated by this Agreement.

No Order. No Governmental Authority Entity shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, injunction or other order (whether temporary, preliminary or permanent) which is in effect and which materially restricts, prevents has the effect of making the Sale illegal or prohibits otherwise prohibiting consummation of the Closing or any transaction contemplated by this AgreementSale.

No Order. No Governmental Authority in the United States shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, Law or other order Governmental Order (whether temporary, preliminary or permanent) which is in that has the effect and which materially restricts, prevents of making the transactions contemplated by this Agreement illegal or prohibits otherwise prohibiting the consummation of the Closing or any transaction such transactions contemplated by this Agreement.

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, or other order Governmental Order (whether temporary, preliminary or permanent) which is in that has the effect and which materially restricts, prevents or prohibits consummation of making the Closing or any transaction transactions contemplated by this AgreementAgreement illegal or otherwise prohibiting the consummation of such transactions.

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, Law or other order Governmental Order (whether temporary, preliminary or permanent) which is in that has the effect and which materially restricts, prevents or prohibits consummation of making the Closing or any transaction transactions contemplated by this Agreement.Agreement or the Registration Rights Agreement illegal or otherwise restraining or prohibiting the consummation of such transactions;

No Order. No Governmental Authority governmental authority or other agency or commission or federal or state court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, or other order (whether temporary, preliminary or permanent) which is in effect and which materially restricts, prevents or prohibits consummation of the Closing or any transaction contemplated by this Agreement.

No Order. No Governmental Authority shall have enacted, issued, -------- promulgated, enforced or entered any statutelaw, rule, regulation, executive order, decree, injunction, order or other order (whether temporary, preliminary or permanent) which Order that is then in effect and which materially restricts, prevents or prohibits has the effect of prohibiting the consummation of the Closing or any transaction contemplated by this AgreementMerger.

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, Law or other order Governmental Order (whether temporary, preliminary or permanent) which is in that has the effect and which materially restricts, prevents or prohibits consummation of making the Closing or any transaction transactions contemplated by this Agreement.Agreement illegal or otherwise restraining or prohibiting the consummation of such transactions; and

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statuteLaw, rule, regulation, executive order, decree, injunction, or other order (whether temporary, preliminary or permanent) permanent (collectively, a “Restraint”), which is then in effect and which materially restrictshas the effect of enjoining, prevents restraining, prohibiting or prohibits otherwise preventing the consummation of the Closing or any transaction contemplated by this AgreementTransactions.

No Order. No Governmental Authority court or other governmental authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunctionjudgment, injunction or other order (whether temporary, preliminary or permanent) which is in effect and which materially restrictshas the effect of preventing, prevents enjoining, restraining, prohibiting or prohibits otherwise making this Agreement, the consummation of the Closing or any transaction the transactions contemplated by this Agreementhereby illegal.

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, injunction or other order (whether temporary, preliminary or permanent) Governmental Order which is in effect and which materially restricts, prevents or prohibits consummation has the effect of making the Closing or any transaction transactions contemplated by this AgreementAgreement illegal or otherwise prohibiting consummation of such transactions.

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, Legal Requirement or other order (whether temporary, preliminary or permanent) Order which is in effect and which materially restrictshas the effect of making illegal, prevents restraining or prohibits otherwise prohibiting the consummation of the Closing or any transaction transactions contemplated by this Agreement.

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunctionjudgment, injunction or other order (whether temporary, preliminary or permanent) which is in effect and which materially restrictshas the effect of preventing, prevents enjoining, restraining, prohibiting or prohibits consummation of otherwise making the Closing Transaction Documents or any transaction contemplated by this Agreementthe Transactions illegal.

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statutelaw, rule, regulation, executive order, decreejudgment, injunction, order or other order decree (whether temporary, preliminary or permanent) which is in effect and which materially restricts, prevents or prohibits consummation has the effect of making the Closing or any transaction transactions contemplated by this AgreementAgreement illegal or otherwise restraining or prohibiting consummation of such transactions.

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statuteLaw, rule, regulation, executive orderjudgment, decree, injunction, executive order or other order award (whether temporary, preliminary or permanent“Order”) which is then in effect and which materially restrictshas the effect of making the Transactions, prevents including the Mergers, illegal or prohibits otherwise prohibiting consummation of the Closing or any transaction contemplated by this AgreementTransactions, including the Mergers.

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, Law or other order (whether temporary, preliminary or permanent) which is in Governmental Order that has the effect and which materially restricts, prevents or prohibits consummation of making the Closing or any transaction transactions contemplated by this AgreementAgreement illegal or otherwise restraining or prohibiting the consummation of such transactions.

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, Law or other order (whether temporary, preliminary or permanent) which is in Governmental Order that has the effect and which materially restricts, prevents or prohibits consummation of making the Closing or any transaction transactions contemplated by this Agreement.Agreement illegal or otherwise restraining or prohibiting the consummation of such transactions;

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, or other order (whether temporary, preliminary or permanent) Order which is in effect and which materially restricts, prevents preventing or prohibits prohibiting consummation of the Closing transactions contemplated by this Agreement or any transaction restricting the consummation of the transactions contemplated by this Agreement.

No Order. No Governmental Authority or other agency or commission or federal or state court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, or other order (whether temporary, preliminary or permanent) which is in effect applicable and which materially restricts, prevents or prohibits consummation of the Closing or any transaction contemplated by this Agreement.

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statutelaw, rule, regulation, executive injunction, order, decree, injunction, decree or other order ruling (whether temporary, preliminary or permanent) which that is then in effect and which materially restrictshas the effect of making the acquisition of shares of Company Capital Stock by Parent or Purchaser or any Affiliate of either of them illegal or otherwise restricting, prevents preventing or prohibits prohibiting consummation of the Closing or any transaction contemplated by this Agreement.Transactions; and

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, injunction or other order Governmental Order (whether temporary, preliminary or permanent) which is in effect and which materially restricts, prevents or prohibits consummation has the effect of making the Closing or any transaction transactions contemplated by this AgreementAgreement illegal or otherwise restraining or prohibiting consummation of such transactions; or which would otherwise materially adversely affect or interfere with the operation of the Business following Closing.

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, injunction or other order (whether temporary, preliminary or permanent) which is in effect and which materially restricts, prevents has the effect of making the transactions contemplated hereby illegal or prohibits otherwise prohibiting the consummation of the Closing or any transaction transactions contemplated by this Agreementhereby.

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statutelaw, rule, regulation, executive injunction, order, decree, injunction, decree or other order ruling (whether temporary, preliminary or permanent) which that is then in effect and which materially restrictshas the effect of making the acquisition of Shares by Parent or Merger Sub or any affiliate of either of them illegal or otherwise restricting, prevents preventing or prohibits prohibiting consummation of the Closing or any transaction contemplated by this AgreementTransactions.

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, injunction or other order (whether temporary, preliminary or permanent) which is in effect and which materially restricts, prevents has the effect of making the transaction illegal or prohibits otherwise prohibiting consummation of the Closing or any transaction contemplated by this Agreementtransaction.

No Order. No Governmental Authority governmental authority or other agency or -------- commission or court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statutelaw, rule, regulation, executive order, decree, injunction, injunction or other order (whether temporary, preliminary or permanent) which is then in effect and which materially restrictshas the effect of making the acquisition of Shares by Gambro, prevents Parent or prohibits Purchaser or any affiliate of either of them illegal or otherwise restricting, preventing or prohibiting consummation of the Closing or any transaction contemplated by this Agreement.Transactions; and

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, Law or other order Governmental Order (whether temporary, preliminary or permanent) which is in that has the effect and which materially restricts, prevents or prohibits consummation of making the Closing or any transaction transactions contemplated by this Agreement.Agreement or the Ancillary Agreements illegal or otherwise restraining, materially delaying or prohibiting the consummation of such transactions;

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, Law or other order (whether temporary, preliminary or permanent) Governmental Order which is then in effect and which materially restricts, prevents or prohibits consummation has the effect of making the Closing or any transaction transactions contemplated by this Agreement.Agreement illegal or otherwise prohibiting its consummation; and

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced enforced, or entered any statute, rule, regulation, executive Law (including any injunction or other order, decree, injunction, or other order (whether temporary, preliminary preliminary, or permanent) which is in effect and which materially restricts, prevents has the effect of making the Contemplated Transactions illegal or prohibits otherwise prohibiting the consummation of the Closing or any transaction contemplated by this AgreementContemplated Transactions.

No Order. No Governmental Authority court or other governmental authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunctionjudgment, injunction or other order (whether temporary, preliminary or permanent) which is in effect and which materially restrictshas the effect of preventing, prevents enjoining, restraining, prohibiting or prohibits consummation of otherwise making this Agreement or the Closing or any transaction transactions contemplated by this Agreementhereby illegal.

No Order. No Governmental Authority Entity shall have enacted, issued, promulgated, promulgated or enforced or entered any statute, rule, regulation, executive order, decree, injunction, injunction or other order (whether temporary, preliminary or permanent) which is in effect and which materially restricts, prevents has the effect of making the Acquisition or prohibits consummation of the Closing or any transaction other transactions contemplated by this AgreementAgreement or any of the Ancillary Agreements illegal or otherwise prohibit the consummation of any of the foregoing.

No Order. No Governmental Authority shall have obtained, enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunctionarbitration award, finding or other order Order (whether temporary, preliminary or permanent) which ), in any case that is in effect and which materially restricts, prevents or prohibits consummation of the Closing or any transaction contemplated by this AgreementMerger.

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, injunction or other order Order (whether temporary, preliminary or permanent) which is in effect and which materially restricts, prevents or prohibits has the effect of prohibiting consummation of the Closing or any transaction contemplated by this AgreementMerger.

No Order. No Governmental Authority federal or state governmental or regulatory authority or other agency or commission, or federal or state court of competent jurisdiction, shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, injunction or other order (whether temporary, preliminary or permanent) which is in has the effect and which materially restrictsof restricting, prevents preventing or prohibits prohibiting consummation of the Closing or any transaction transactions contemplated by this Agreement.

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statutelaw, rule, regulation, executive orderjudgment, decree, injunction, executive order or other order award (an “Order”) (whether temporary, preliminary or permanent) which is then in effect and which materially restrictshas the effect of enjoining, prevents restraining, prohibiting, making illegal or prohibits otherwise prohibiting the consummation of the Closing Merger or any transaction contemplated by this Agreementthe other Transactions.

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, injunction or other order (whether temporary, preliminary or permanent) Governmental Order which is in effect and which materially restricts, prevents has the effect of prohibiting the sale or prohibits consummation purchase of the Closing or any transaction contemplated by this Agreement.Shares;

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, Law or other order Governmental Order (whether temporary, preliminary or permanent) which is in that has the effect and which materially restricts, prevents or prohibits consummation of making the Closing or any transaction transactions contemplated by this AgreementAgreement or the Ancillary Agreements illegal or that otherwise restrains or otherwise prohibits the consummation of such transactions.

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, or other order (whether temporary, preliminary or permanent) which is in Applicable Law that has the effect and which materially restricts, prevents or prohibits consummation of making any of the Closing or any transaction transactions contemplated by this AgreementAgreement illegal or otherwise restraining or prohibiting any of the items above mentioned.

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statutelaw, rule, regulation, executive orderorder or decree, decreejudgment, injunction, ruling or other order (order, whether temporary, preliminary or permanent) which permanent (collectively, "Order"), that is then in effect and which materially restricts, prevents or prohibits has the effect of prohibiting the consummation of the Closing Mergers or any transaction contemplated by this Agreementotherwise imposing material limitations on the ability of Merger Sub effectively to acquire or hold the business of the Company and the Company Subsidiaries.

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, Law or other order (whether temporary, preliminary or permanent) which Governmental Order that is in effect and which materially restricts, prevents or prohibits consummation that has the effect of making the Closing or any transaction transactions contemplated by this Agreement.Agreement illegal or otherwise restraining or prohibiting the consummation of such transactions;

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, Law or other order (whether temporary, preliminary or permanent) Governmental Order which is then in effect and which materially restricts, prevents has the effect of making the Transactions illegal or prohibits otherwise prohibiting consummation of the Closing or any transaction contemplated by this AgreementTransactions.

No Order. No Governmental Authority or other agency or commission or federal or state court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, or other order (whether temporary, preliminary or permanent) which is in effect and which materially restricts, prevents or prohibits consummation of the Closing or any transaction closing contemplated by this Agreement.

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, Law or other order (whether temporary, preliminary or permanent) which Governmental Order that is in effect and which materially restricts, prevents or prohibits consummation that has the effect of making the Closing or any transaction transactions contemplated by this Agreement.Agreement illegal or otherwise restraining or prohibiting the consummation of such transactions; and

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, Law or other order Governmental Order (whether temporary, preliminary or permanent) which is in that has the effect and which materially restricts, prevents or prohibits consummation of making the Closing or any transaction transactions contemplated by this Agreement.Agreement or the Employment Agreements illegal or otherwise restraining or prohibiting the consummation of such transactions; and

No Order. No Governmental Authority federal or state governmental or regulatory -------- authority or other agency or commission, or federal or state court of competent jurisdiction, shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, injunction or other order (whether temporary, preliminary or permanent) which is in effect and which materially restricts, prevents or prohibits consummation of the Closing or any transaction transactions contemplated by this Agreement.

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, Governmental Order or other order (whether temporary, preliminary or permanent) Law which is in effect and which materially restricts, prevents or prohibits consummation has the effect of making the Closing or any transaction transactions contemplated by this AgreementAgreement or any of the Ancillary Agreements illegal or otherwise prohibiting or restricting consummation of such transactions.

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, Law or other order Governmental Order (whether temporary, preliminary or permanent) which is in that has the effect and which materially restricts, prevents or prohibits consummation of making the Closing or any transaction transactions contemplated by this Agreement.Agreement illegal or otherwise restraining or prohibiting the consummation of such transactions, nor shall any Action brought by or on behalf of any Governmental Authority be pending which would reasonably be expected to have such effect;

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statuteLaw, rule, regulation, executive orderjudgment, decree, injunction, executive order or other order (whether temporary, preliminary or permanent) award which is then in effect and which materially restrictshas the effect of making the Transactions, prevents including the Merger or prohibits Exchange, illegal or otherwise prohibiting consummation of the Closing Transactions, including the Merger or any transaction contemplated by this AgreementExchange.

No Order. No Governmental Regulatory Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, or other order (whether temporary, preliminary or permanent) Governmental Order which is in effect and which materially restricts, prevents or prohibits consummation has the effect of making the Closing or any transaction transactions contemplated by this Agreement.Agreement illegal or otherwise restraining or prohibiting consummation of such transactions;

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, Law or other order Governmental Order (whether temporary, preliminary or permanent) which is in that has the effect and which materially restricts, prevents or prohibits consummation of making the Closing or any transaction transactions contemplated by this Agreement.Agreement illegal or that otherwise restrains, conditions or otherwise prohibits the consummation of such transactions;

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, injunction or other order (whether temporary, preliminary or permanent) Governmental Order which is in effect and which materially restricts, prevents has the effect of prohibiting the sale or prohibits consummation purchase of the Closing Shares or any transaction contemplated by this Agreement.the delivery of the Majority Price;

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, Law or other order (whether temporary, preliminary or permanent) Governmental Order which is in effect and which materially restricts, prevents or prohibits consummation has the effect of making the Closing or any transaction transactions contemplated by this Agreement.Agreement illegal or otherwise restraining or prohibiting consummation of such transactions;

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, injunction or other order (whether temporary, preliminary or permanent) which is in effect and which materially restricts, prevents or prohibits consummation has the effect of making the Closing or any transaction contemplated by this AgreementAgreement illegal or otherwise restraining or prohibiting consummation of such transactions.

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, injunction or other order (whether temporary, preliminary or permanent) Governmental Order which is in effect and which materially restricts, prevents has the effect of making the transactions contemplated by any of the Transaction Documents illegal or prohibits otherwise prohibiting consummation of the Closing or any transaction contemplated by this Agreementsuch transactions.

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statutedecision, rule, regulation, executive orderinjunction, decree, injunctionruling, Law or other order Order (whether temporary, preliminary or permanent) which that is in effect and which materially restricts, prevents enjoins or otherwise prohibits or makes illegal the consummation of the Closing or any transaction transactions contemplated by this Agreement.

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, or other order (whether temporary, preliminary or permanent) Governmental Order which is in effect and which materially restricts, prevents or prohibits consummation has the effect of making the Closing or any transaction transactions contemplated by this AgreementAgreement or any of the Ancillary Agreements illegal or otherwise prohibiting consummation of such transactions, including any adverse effect on the right or ability of Parent, Buyer or any of their respective Affiliates to own, operate, possess or transfer the Purchased Assets after the Closing.

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, Law or other order Order (whether temporary, preliminary or permanent) which is then in effect and which materially restrictshas the effect of enjoining, prevents restraining, prohibiting or prohibits otherwise making illegal the consummation of the Closing or any transaction contemplated by this AgreementTransactions.

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunctionjudgment, injunction or other order ruling (whether temporary, preliminary or permanent) ), in any case which is in effect and which materially restricts, prevents or prohibits consummation of the Closing transactions contemplated hereby; and there shall not be any statute, rule, regulation or any transaction order enacted, entered, enforced or deemed applicable to the transactions contemplated by this Agreementhereby, which makes the consummation of the transactions contemplated hereby illegal.

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, injunction or other order (whether temporary, preliminary or permanent) which is in effect and which materially restricts, prevents or prohibits consummation has the effect of making the Closing or any transaction transactions contemplated by this AgreementAgreement illegal or otherwise restraining or prohibiting the consummation of such transactions.

No Order. No Governmental Authority shall have enacted, -------- issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, Law or other order Governmental Order (whether temporary, preliminary or permanent) which is in effect and which materially restricts, prevents or prohibits consummation has the effect of making the Closing or any transaction transactions contemplated by this Agreement.Agreement illegal or otherwise restraining or prohibiting consummation of such transactions; provided, however, that the parties hereto shall use all reasonable efforts to have any such Governmental Order vacated;

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced enforced, entered or entered commenced any statuteApplicable Law, rule, regulation, executive order, decree, injunction, Order or other order Proceeding (whether temporary, preliminary or permanent) which is in having the effect and which materially restricts, prevents of prohibiting or prohibits delaying the consummation of the Closing or Transaction, and no Governmental Authority shall have indicated in writing its intention to imminently take any transaction contemplated by this Agreementsuch action.

No Order. No Governmental Regulatory Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, injunction or other order (whether temporary, preliminary or permanent) Governmental Order which is in effect and which materially restricts, prevents or prohibits consummation has the effect of making the Closing or any transaction transactions contemplated by this Agreement.Agreement illegal or otherwise restraining or prohibiting consummation of such transactions;

No Order. No Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, Regulation or other order Governmental Order which (whether temporary, preliminary or permanenti) which is in effect and which materially restricts, prevents (ii) has the effect of otherwise prohibiting or prohibits preventing the consummation of the Closing or any transaction contemplated by this AgreementSale.

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statutelaw, rule, regulation, executive order, decree, injunction, or other order (whether temporary, preliminary or permanent) Order which is then in effect and which materially restricts, prevents has the effect of making the Acquisition illegal or prohibits otherwise prohibiting consummation of the Closing or any transaction contemplated by this AgreementAcquisition.

No Order. No Governmental Authority governmental authority or other agency or commission or federal or state court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, or other order (whether temporary, preliminary or permanent) which is in effect and which materially restricts, prevents or prohibits consummation of the Closing or any transaction contemplated by this Agreement or the Nomination Agreement.

No Order. No Governmental Authority federal or state governmental or regulatory authority or other agency or commission, or federal or state court of competent jurisdiction, shall have enacted, issued, issued promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, injunction or other order (whether temporary, preliminary or permanent) which is in effect and which materially restrictsrestricting, prevents preventing or prohibits prohibiting consummation of the Closing or any transaction transactions contemplated by this Agreement.

No Order. No Governmental Authority Entity shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, injunction or other order (whether temporary, preliminary or permanent) which is in effect and which materially restricts, prevents has the effect of making the Purchase illegal or prohibits otherwise prohibiting consummation of the Closing or any transaction Purchase, substantially on the terms contemplated by this Agreement.

No Order. No Governmental Authority shall will have enacted, issued, promulgated, enforced or entered into any statute, rule, regulation, executive order, decree, injunction, injunction or other order (whether temporary, preliminary or permanent) which that is in effect and which materially restricts, prevents has the effect of making the Acquisition illegal or prohibits consummation of the Closing otherwise restraining or any transaction contemplated by this Agreementprohibiting its consummation.