Common use of No Order Clause in Contracts

No Order. No Governmental Body shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction or other Order (whether temporary, preliminary or permanent) which is in effect and has the effect of making the transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting consummation of such transactions and which are not satisfied or resolved or preempted by the Sale Order.

No Order. No Governmental Body Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction or other Governmental Order (whether temporary, preliminary or permanent) which is in effect and that has the effect of making the transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting the consummation of such transactions and which are not satisfied or resolved or preempted by the Sale Ordertransactions.

No Order. No Governmental Body Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction or other Governmental Order (whether temporary, preliminary or permanent) which is in effect and has the effect of making the transactions contemplated by this Agreement agreement illegal or otherwise restraining or prohibiting consummation of such transactions and which are not satisfied or resolved or preempted by the Sale Ordertransactions.

No Order. No Governmental Body Authority shall have enacted, issued, promulgated, enforced or entered any statutelaw, rule, regulation, injunction judgment, injunction, order or other Order decree (whether temporary, preliminary or permanent) which is in effect and has the effect of making the transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting consummation of such transactions and which are not satisfied or resolved or preempted by the Sale Ordertransactions.

No Order. No Governmental Body Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction or other Governmental Order (whether temporary, preliminary or permanent) which is in effect and has the effect of making the transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting consummation of such transactions and which are not satisfied or resolved or preempted by the Sale Ordertransactions.

No Order. No Governmental Body Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction Legal Requirement or other Order (whether temporary, preliminary or permanent) which is in effect and which has the effect of making illegal, restraining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting consummation of such transactions and which are not satisfied or resolved or preempted by the Sale OrderAgreement.

No Order. No Governmental Body Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction Law or other Governmental Order (whether temporary, preliminary or permanent) which is in effect and that has the effect of making the transactions contemplated by this Agreement or the Ancillary Agreements illegal or otherwise restraining or prohibiting the consummation of such transactions and which are not satisfied unless same shall have expired or resolved or preempted by the Sale Ordershall have been terminated.

No Order. No Governmental Body Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction Law or other Governmental Order (whether temporary, preliminary or permanent) which is in effect and that has the effect of making the transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting the consummation of such transactions and which are not satisfied or resolved or preempted by the Sale Order.transactions;

No Order. No Governmental Body Entity shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other Order order (whether temporary, preliminary or permanent) which is in effect and which has the effect of making the transactions contemplated by this Agreement Sale illegal or otherwise restraining or prohibiting consummation of such transactions and which are not satisfied or resolved or preempted by the Sale OrderSale.

No Order. No Governmental Body Authority in the United States shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction Law or other Governmental Order (whether temporary, preliminary or permanent) which is in effect and that has the effect of making the transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting the consummation of such transactions and which are not satisfied or resolved or preempted contemplated by the Sale Orderthis Agreement.

No Order. No Governmental Body Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction or other Governmental Order (whether temporary, preliminary or permanent) which is in effect and has the effect of making the transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting consummation of such transactions and transactions; or which are not satisfied would otherwise materially adversely affect or resolved or preempted by interfere with the Sale Orderoperation of the Business following Closing.

No Order. No Governmental Body or 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) which is in effect and which has the effect of making the transactions contemplated by this Agreement hereby illegal or otherwise restraining or prohibiting the consummation of such the transactions and which are not satisfied or resolved or preempted by the Sale Ordercontemplated hereby.

No Order. No Governmental Body governmental authority or other agency or commission or court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction or other Order order (whether temporary, preliminary or permanent) which is remains in effect effect, and which has the effect of making the transactions contemplated by this Agreement hereby illegal or otherwise restraining or prohibiting consummation of such the transactions and which are not satisfied or resolved or preempted contemplated by the Sale Orderthis Agreement.

No Order. No Governmental Body Entity shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction or other Order (whether temporary, preliminary or permanent) order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting consummation of such transactions and which are not satisfied transactions; provided, however, that the parties hereto shall use their reasonable efforts to have any such order or resolved or preempted by the Sale Orderinjunction vacated.

No Order. No Governmental Body Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction or other Order (whether temporary, preliminary or permanent) which Law that is in effect and has the effect of making the transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting the consummation of such transactions and which are not satisfied or resolved or preempted by the Sale Ordertransactions.

No Order. No Governmental Body Legal Requirement shall have enacted, issued, been adopted or promulgated, enforced or entered and no Governmental Authority shall have issued any statute, rule, regulation, injunction or other Order (whether temporary, preliminary or permanent) which that is in effect and effect, which has the effect of making illegal or otherwise prohibiting the consummation of the transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting consummation of such transactions and which are not satisfied or resolved or preempted by the Sale OrderAgreement.

No Order. No Governmental Body Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction or other Order (whether temporary, preliminary or permanent) which Applicable Law that is in effect and has the effect of making the transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting the consummation of such transactions and which are not satisfied or resolved or preempted by the Sale Ordertransactions.

No Order. No Governmental Body shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction or other Order order (whether temporary, preliminary or permanent) which is in effect and has the effect of making the transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting consummation of such transactions and which are not satisfied or resolved or preempted by the Sale Approval Order.

No Order. No Governmental Body Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction Law or other Governmental Order (whether temporary, preliminary or permanent) which is in effect and that has the effect of making the transactions contemplated by this Agreement or the Employment Agreements illegal or otherwise restraining or prohibiting the consummation of such transactions and which are not satisfied or resolved or preempted by the Sale Order.transactions; and

No Order. No Governmental Body Entity shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction Law or other Court Order (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the transactions contemplated by this Agreement or by the Ancillary Agreements illegal or otherwise restraining enjoining or prohibiting the consummation of such transactions and which are not satisfied or resolved or preempted by the Sale Ordertransactions.

No Order. No Governmental Body Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction Law or other Governmental Order (whether temporary, preliminary or permanent) which is in effect and that has the effect of making the transactions contemplated by this Agreement or the Ancillary Agreements illegal or otherwise restraining or prohibiting the consummation of such transactions and which are not satisfied or resolved or preempted by the Sale Order.transactions; ARTICLE VII INDEMNIFICATION

No Order. No Governmental Body Entity shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction applicable Law or other Court Order (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the transactions contemplated by this Agreement illegal or illegal, otherwise restraining enjoining or prohibiting the consummation of such transactions, or that would prevent, or materially impair or delay the ability of either Party to consummate the transactions and which are not satisfied or resolved or preempted contemplated by the Sale Orderthis Agreement.

No Order. No Governmental Body Entity shall have enacted, issued, promulgated, enforced or entered enacted any statute, rule, regulation, injunction or other Order Legal Requirement (whether temporary, preliminary or permanent) which is in effect and which has the effect of making the Acquisition or the other transactions contemplated by this Agreement or any of the Ancillary Agreements illegal or otherwise restraining or prohibiting prohibit the consummation of such transactions and which are not satisfied or resolved or preempted by any of the Sale Orderforegoing.

No Order. No Governmental Body Entity shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction executive order, decree, injunction, order or other Order legal restraint or prohibition (whether temporary, preliminary or permanent) which is in effect and which has the effect of making the Acquisition, any of the Related Agreements or any of the transactions contemplated by this Agreement hereby or thereby illegal or otherwise restraining prohibiting or prohibiting preventing the consummation of such the Acquisition, any of the Related Agreements or any of the transactions and which are not satisfied contemplated hereby or resolved or preempted by the Sale Orderthereby.

No Order. No Governmental Body Entity shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction executive order, decree, injunction, order or other Order legal restraint (whether temporary, preliminary or permanent) which is in effect and which has the effect of making the Merger, any of the Related Agreements or any of the transactions contemplated by this Agreement hereby or thereby illegal or otherwise restraining prohibiting or prohibiting preventing the consummation of such the Merger, any of the Related Agreements or any of the transactions and which are not satisfied contemplated hereby or resolved or preempted by the Sale Orderthereby.

No Order. No Governmental Body Authority in the United States shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction or other Order Law (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the transactions contemplated by this Agreement Transaction illegal or otherwise restraining restricting, preventing or prohibiting consummation of such transactions and which are not satisfied or resolved or preempted by the Sale OrderTransaction.

No Order. No Governmental Body Entity shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction executive order, decree, injunction, order or other Order legal restraint (whether temporary, preliminary or permanent) which is in effect and which has the effect of making the transactions contemplated by Share Purchase, this Agreement Agreement, any of the Ancillary Agreements or any of the Transactions illegal or otherwise restraining prohibiting or prohibiting preventing the consummation of such transactions and which are not satisfied the Share Purchase, this Agreement, any of the Ancillary Agreements or resolved or preempted by any of the Sale OrderTransactions.

No Order. No Governmental Body Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction Law or other Governmental Order (whether temporary, preliminary or permanent) which is in effect and that has the effect of making the transactions contemplated by this Agreement or the Ancillary Agreements illegal or otherwise restraining restraining, materially delaying or prohibiting the consummation of such transactions and which are not satisfied or resolved or preempted by the Sale Order.transactions;

No Order. No Governmental Body Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction Law or other Governmental Order (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting consummation of such transactions and which are not satisfied or resolved or preempted by the Sale Order.its consummation; and

No Order. No Governmental Body governmental agency shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction law or other Order order (whether temporary, preliminary or permanent) which is in effect and which has the effect of making the transactions contemplated by hereby, this Agreement or any of the Escrowed Documents illegal or otherwise restraining or prohibiting consummation of such the transactions and which are not satisfied or resolved or preempted by the Sale Ordercontemplated hereby.

No Order. No Governmental Body Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other Order order (whether temporary, preliminary or permanent) which is in effect and which has the effect of making the transactions contemplated by this Agreement transaction illegal or otherwise restraining or prohibiting consummation of such transactions and which are not satisfied or resolved or preempted by the Sale Ordertransaction.

No Order. No Governmental Body Entity shall have enacted, issued, promulgated, promulgated or enforced or entered any statute, rule, regulation, executive order, decree, injunction or other Order order (whether temporary, preliminary or permanent) which is in effect and which has the effect of making the Acquisition or the other transactions contemplated by this Agreement or any of the Ancillary Agreements illegal or otherwise restraining or prohibiting prohibit the consummation of such transactions and which are not satisfied or resolved or preempted by any of the Sale Orderforegoing.

No Order. No Governmental Body Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction Law or other Governmental Order (whether temporary, preliminary or permanent) which that is in effect and that has the effect of making the transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting the consummation of such transactions and which are not satisfied or resolved or preempted by the Sale Order.transactions;

No Order. No Governmental Body Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction Law or other Governmental Order (whether temporary, preliminary or permanent) which is in effect and that has the effect of making the transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting the consummation of such transactions and which are not satisfied or resolved or preempted by the Sale Order.transactions;

No Order. No Governmental Body Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction Law or other Governmental Order (whether temporary, preliminary or permanent) which that is in effect and that has the effect of making the transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting the consummation of such transactions and which are not satisfied or resolved or preempted by the Sale Order.transactions; and

No Order. No Governmental Body Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction or other Order (whether temporary, preliminary or permanent) Law which is in effect and has the effect of making the transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting the consummation of such transactions and which are not satisfied or resolved or preempted by the Sale Ordertransactions.

No Order. No Governmental Body Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction Law or other Governmental Order (whether temporary, preliminary or permanent) which is in effect and that has the effect of making the transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting the consummation of such transactions and which are not satisfied or resolved or preempted by the Sale Ordertransactions.

No Order. No Governmental Body Entity shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other Order order (whether temporary, preliminary or permanent) which is in effect and which has the effect of making the transactions contemplated by this Agreement Transaction illegal or otherwise restraining or prohibiting consummation of such transactions and which are not satisfied or resolved or preempted by the Sale OrderTransaction.

No Order. No Governmental Body Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction Law or other Governmental Order (whether temporary, preliminary or permanent) which is in effect and that has the effect of making the transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting the consummation of such transactions and transactions, nor shall any Action brought by or on behalf of any Governmental Authority be pending which are not satisfied or resolved or preempted by the Sale Order.would reasonably be expected to have such effect;

No Order. (i) No Governmental Body or Regulatory Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction or other Order (whether temporary, preliminary or permanent) which that is in effect and that has the effect of making the transactions contemplated by this Agreement Transactions illegal or otherwise restraining or prohibiting consummation of the Transactions and (ii) no Proceeding regarding such transactions and which are not satisfied or resolved or preempted by the Sale Orderan Order shall be pending.

No Order. No Governmental Body Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction Law or other Governmental Order (whether temporary, preliminary or permanent) which is in effect and that has the effect of making the transactions contemplated by this Agreement or the Ancillary Agreements illegal or that otherwise restraining restrains or prohibiting otherwise prohibits the consummation of such transactions and which are not satisfied or resolved or preempted by the Sale Order.transactions. (c)

No Order. No Governmental Body Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction or other Order (whether temporary, preliminary or permanent) order which is in effect and has the effect of making the transactions transaction contemplated by this Agreement illegal or otherwise restraining or prohibiting consummation of such transactions and which are not satisfied or resolved or preempted by the Sale Order.transactions. (e)

No Order. No Governmental Body shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction or other Order (whether temporary, 37 preliminary or permanent) which is in effect and has the effect of making the transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting consummation of such transactions and which are not satisfied or resolved or preempted by the Sale Order.

No Order. No Governmental Body Entity shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction executive order, decree, injunction, judgment or other Order order (whether temporary, preliminary or permanent) (each, an “Order”) which is in effect and which has the effect of making the transactions contemplated by this Agreement Sale illegal or otherwise restraining or prohibiting the consummation of such transactions and which are not satisfied or resolved or preempted by the Sale OrderSale.

No Order. No Governmental Body Entity, including any court or tribunal of competent jurisdiction, shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction or other Order Law (whether temporary, preliminary or permanent) which is in effect and which has the effect of making the transactions contemplated by this Agreement hereby illegal or otherwise restraining prohibits the performance by Buyer, Seller, the Company or prohibiting consummation any Company Subsidiary of such transactions and which are not satisfied or resolved or preempted by the Sale Ordertheir respective obligations under this Agreement.

No Order. No Governmental Body Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other Order order (whether temporary, preliminary or permanent) which (i) is in effect effect, and (ii) has the effect of making the transactions contemplated by this Agreement Transactions illegal or otherwise restraining or prohibiting consummation of such transactions and which are not satisfied or resolved or preempted by the Sale OrderTransactions.

No Order. No Governmental Body Entity shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other Order order (whether temporary, preliminary or permanent) which is in effect and which has [ ***] Indicates information has been omitted and separately filed with the Securities and Exchange Commission pursuant to an application for an order declaring confidential treatment thereof. the effect of making the transactions contemplated by this Agreement hereby illegal or otherwise restraining or prohibiting the consummation of such the transactions and which are not satisfied or resolved or preempted by the Sale Ordercontemplated hereby.

No Order. No Governmental Body governmental entity shall have enacted, issued, promulgated, enforced or entered enacted any statute, rule, regulation, executive order, decree, injunction or other Order order (whether temporary, preliminary or permanent) which is in effect and which has the effect of making the Acquisition or the other transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting prohibit the consummation of such transactions and which are not satisfied or resolved or preempted by any of the Sale Orderforegoing.

No Order. No Governmental Body Authority with jurisdiction over such matters shall have issued, enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction Law or other Order (whether temporary, preliminary enjoining or permanent) which is in effect and has otherwise prohibiting the effect consummation of making the transactions contemplated in this Agreement, and no Legal Proceeding brought by this Agreement illegal any Governmental Authority, or otherwise restraining any holder of material debt or prohibiting consummation material equity interests in Buyer or any of such transactions and which are not satisfied or resolved or preempted by its controlled Affiliates, seeking the Sale Ordersame shall be pending.

No Order. No Governmental Body Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction Law or other Governmental Order (whether temporary, preliminary or permanent) which is in effect and that has the effect of making the transactions contemplated by this Agreement Transactions illegal or otherwise restraining or prohibiting the consummation of such transactions and which are not satisfied or resolved or preempted by the Sale Order.transactions;

No Order. No Governmental Body Regulatory Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction or other Governmental Order (whether temporary, preliminary or permanent) which is in effect and has the effect of making the transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting consummation of such transactions and which are not satisfied or resolved or preempted by the Sale Order.transactions;

No Order. No Governmental Body or Regulatory Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other Order order (whether temporary, preliminary or permanent) which is in effect and which has the effect of making the transactions contemplated by this Agreement hereby illegal or otherwise restraining or prohibiting the consummation of such the transactions and which are not satisfied or resolved or preempted by the Sale Ordercontemplated hereby.

No Order. No Governmental Body shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction or other Order (whether temporary, 37 preliminary or permanent) which is in effect and has the effect of making the transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting consummation of such transactions and which are not satisfied or resolved or preempted by the Sale Order.. 6.4 Bid

No Order. No Governmental Body Entity shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, Legal Requirement (including any injunction or other Order (order, whether temporary, preliminary or permanent) which is in effect and which has the effect of making the transactions contemplated by this Agreement Contemplated Transactions illegal or otherwise restraining or prohibiting the consummation of such transactions and which are not satisfied or resolved or preempted by the Sale OrderContemplated Transactions.

No Order. No Governmental Body Authority or court of competent --------- jurisdiction shall have enacted, issued, promulgated, enforced or entered into any statute, rule, regulationrule regulations, injunction or other Order (whether temporary, preliminary or permanent) order which is in effect and has the effect of making the transactions contemplated by this Agreement or the Transaction Documents illegal or otherwise restraining or prohibiting consummation of such transactions and which are not satisfied transactions; provided, however, that the parties hereto shall use their -------- ------- reasonable best efforts to have any such order or resolved or preempted by the Sale Orderinjunction vacated.

No Order. No Governmental Body Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction Law or other Governmental Order (whether temporary, preliminary or permanent) which is in effect and that has the effect of making the transactions contemplated by this Agreement or the Ancillary Agreements illegal or otherwise restraining or prohibiting the consummation of such transactions and which are not satisfied or resolved or preempted by the Sale Order.transactions; and

No Order. No Governmental Body Entity shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction or other Order order (whether temporary, preliminary or permanent) which is in effect and has the effect of making the transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting the consummation of such transactions and which are not satisfied or resolved or preempted by the Sale Ordertransactions.

No Order. No Governmental Body Entity shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other Order order (whether temporary, preliminary or permanent) which is in effect and which has the effect of making the transactions Purchase illegal or otherwise prohibiting consummation of the Purchase, substantially on the terms contemplated by this Agreement illegal or otherwise restraining or prohibiting consummation of such transactions and which are not satisfied or resolved or preempted by the Sale OrderAgreement.

No Order. No Governmental Body governmental entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction Law or other Court Order (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the transactions contemplated by this Agreement Transaction illegal or otherwise restraining or prohibiting the consummation of such transactions and which are not satisfied or resolved or preempted by the Sale Ordertransactions.

No Order. No Governmental Body governmental authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction law or other Order governmental order (whether temporary, preliminary or permanent) which is in effect and that has the effect of making the transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting the consummation of such transactions and which are not satisfied or resolved or preempted by the Sale Order.transactions;

No Order. No Governmental Body Entity shall have enacted, issued, -------- promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other Order order (whether temporary, preliminary or permanent) which is in effect and which has the effect of making the transactions contemplated by this Agreement hereby illegal or otherwise restraining or prohibiting consummation of such transactions and which are not satisfied or resolved or preempted by the Sale OrderAcquisition.

No Order. No Governmental Body Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction or other Order order (whether temporary, preliminary or permanent) which is in effect and has the effect of making the transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting consummation of such transactions and which are not satisfied or resolved or preempted by the Sale Order.prohibiting

No Order. No Governmental Body Entity shall have enacted, issued, -------- promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other Order order (whether temporary, preliminary or permanent) which is in effect and which has the effect of making the transactions contemplated by this Agreement hereby illegal or otherwise restraining or prohibiting the consummation of such the transactions and which are not satisfied or resolved or preempted by the Sale Ordercontemplated hereby.

No Order. No Governmental Body Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction Law or other Governmental Order (whether temporary, preliminary or permanent) which is in effect and that has the effect of making the transactions contemplated by this 54 Agreement illegal or otherwise restraining or prohibiting the consummation of such transactions and which are not satisfied or resolved or preempted by the Sale Order.transactions; and

No Order. No Governmental Body Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction Law or other Governmental Order (whether temporary, preliminary or permanent) which is in effect and that has the effect of making the transactions contemplated by this Agreement or the Ancillary Agreements illegal or otherwise restraining or prohibiting the consummation of such transactions and which are not satisfied or resolved or preempted by the Sale Order.transactions. (d)

No Order. No Governmental Body Entity shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other Order order (whether temporary, preliminary or permanent) which is in effect and which has the effect of making the transactions contemplated by this Agreement sale of Shares illegal or otherwise restraining or prohibiting consummation of such the transactions and which are not satisfied or resolved or preempted by the Sale Ordercontemplated under this Agreement.

No Order. No Governmental Body shall have enacted, issued, promulgated, enforced or entered any statuteRequirement of Law or Order, rule, regulation, injunction or other Order (whether temporary, preliminary or permanent) which is then in effect and has the effect effect, preventing or prohibiting consummation of making the transactions contemplated by this Agreement illegal or otherwise restraining any Ancillary Agreement or prohibiting consummation of performance thereof (nor shall any proceeding by any Governmental Body seeking any such transactions and which are not satisfied or resolved or preempted by the Sale OrderOrder be pending).

No Order. No Governmental Body Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction or other Order order (whether temporary, preliminary or permanent) which is in effect and has the effect of making the transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting the consummation of such transactions and which are not satisfied or resolved or preempted by the Sale Ordertransactions.

No Order. No Governmental Body shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction or other Order order (whether temporary, preliminary or permanent) which is in effect and has the effect of making the transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting consummation of such transactions and which are not satisfied or resolved or preempted by the Sale Order.

No Order. No Governmental Body Entity shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other Order order (whether temporary, preliminary or permanent) which is in effect and which has the effect of making the transactions contemplated by this Agreement purchase and sale of the Securities illegal or otherwise restraining or prohibiting consummation of such transactions the purchase and which are not satisfied or resolved or preempted by sale of the Sale OrderSecurities.

No Order. No Governmental Body Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other Order order (whether temporary, preliminary or permanent) which (i) is in effect and (ii) has the effect of making the transactions contemplated by this Agreement hereby illegal or otherwise restraining prohibiting or prohibiting preventing consummation of such transactions and which are not satisfied or resolved or preempted by the Sale Orderthereof.

No Order. No Governmental Body Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other Order order (whether temporary, preliminary or permanent) which (i) is in effect and (ii) has the effect of making the transactions contemplated by this Agreement hereby illegal or otherwise restraining prohibiting or prohibiting preventing the consummation of such the transactions and which are not satisfied or resolved or preempted by the Sale Ordercontemplated hereby.

No Order. No Governmental Body Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction Law or other Governmental Order (whether temporary, preliminary or permanent) which is in effect and that has the effect of making the transactions contemplated by this Agreement or the other Transaction Documents Agreement illegal or otherwise restraining or prohibiting the consummation of such transactions and which are not satisfied or resolved or preempted by the Sale Order.transactions; and

No Order. No Governmental Body Authority shall have enacted, issued, promulgated, enforced or entered any statutelaw, ruleinjunction, regulationorder, injunction decree or other Order ruling (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting consummation of such the transactions and which are not satisfied or resolved or preempted contemplated by the Sale Orderthis Agreement.

No Order. No Court or Governmental Body Authority shall have enacted, issued, promulgated, enforced or entered any statuteLaw, rule, regulation, injunction Regulation or other Order (whether temporary, preliminary or permanent) which that is in effect and has the effect of making the transactions contemplated by this Agreement hereby illegal or otherwise restraining or prohibiting consummation of such the transactions and which are not satisfied or resolved or preempted by the Sale Ordercontemplated hereby.

No Order. No Governmental Body Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction Law or other Governmental Order (whether temporary, preliminary or permanent) which is in effect and that has the effect of making the transactions contemplated by this Agreement or the Ancillary Agreements illegal or otherwise restraining or prohibiting the consummation of such transactions and which are not satisfied or resolved or preempted by the Sale Order.transactions;

No Order. No Governmental Body shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction Law or other Order (whether temporary, preliminary or permanent) which is in effect and that has the effect of making the transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting the consummation of such transactions and which are not satisfied or resolved or preempted by the Sale Ordertransactions.

No Order. No Governmental Body Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction regulation or other Order (whether temporary, preliminary or permanent) which (i) is in effect and (ii) has the effect of making the transactions contemplated by this Agreement hereby illegal or otherwise restraining or prohibiting consummation of such the transactions and which are not satisfied or resolved or preempted by the Sale Ordercontemplated hereby.

No Order. No Governmental Body Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction Law or other Governmental Order (whether temporary, preliminary or permanent) which is in effect and that has the effect of making the transactions contemplated by this Agreement (or any other related documents to be executed by the parties hereto as part of the transactions contemplated by this Agreement) illegal or subject to obtaining any Authorisation or otherwise restraining or prohibiting the consummation of such transactions and which are not satisfied or resolved or preempted by the Sale Order.transactions; and

No Order. No Governmental Body Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction Law or other Governmental Order (whether temporary, preliminary or permanent) which is in effect and that has the effect of making the transactions contemplated by this Agreement or the Transaction Agreements illegal or otherwise restraining or prohibiting the consummation of such transactions and which are not satisfied or resolved or preempted by the Sale Ordertransactions.

No Order. No Governmental Body Entity 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 effect, nor shall any Governmental Entity have sought any of the foregoing, and which has or may have the effect of making the transactions contemplated by this Agreement illegal or otherwise restraining restraining, prohibiting or prohibiting preventing the consummation of such the transactions and which are not satisfied or resolved or preempted contemplated by the Sale Order.this Agreement. -56-

No Order. No Governmental Body Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction Law or other Governmental Order (whether temporary, preliminary or permanent) which is in effect and that has the effect of making the transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting the consummation of such transactions and which are not satisfied or resolved or preempted contemplated by the Sale Orderthis Agreement.

No Order. No no Governmental Body Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction Law or other Governmental Order (whether temporary, preliminary or permanent) which is in effect and that has the effect of making the transactions contemplated by this Agreement Transactions illegal or otherwise restraining or prohibiting the consummation of such transactions and which are not satisfied or resolved or preempted by the Sale Order.transactions;

No Order. No Governmental Body Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction Law or other Governmental Order (whether temporary, preliminary preliminary, or permanent) which is in effect and that has the effect of making the transactions contemplated by this Agreement Transaction illegal or otherwise restraining restraining, enjoining, or otherwise prohibiting the consummation of such transactions and which are not satisfied or resolved or preempted by the Sale OrderTransaction.

No Order. No Governmental Body Entity shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction or other Order (whether temporary, preliminary or permanent) order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting consummation of such transactions and which are not satisfied 45 transactions; provided, however, that the parties hereto shall use their reasonable efforts to have any such order or resolved or preempted by the Sale Orderinjunction vacated.

No Order. No Governmental Body Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulationregulation or a final, injunction or other nonappealable Order (whether temporary, preliminary or permanent) which (i) is in effect and (ii) has the effect of making the transactions contemplated by this Agreement hereby illegal or otherwise restraining or prohibiting consummation of such the transactions and which are not satisfied or resolved or preempted by the Sale Ordercontemplated hereby.

No Order. No Governmental Body Entity shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other Order order (whether temporary, preliminary or permanent) which is in effect and which has the effect of making the transactions transaction contemplated by this Agreement hereby or in the Ancillary Agreements illegal or otherwise restraining or prohibiting taken any action to prohibit consummation of such transactions and which are not satisfied or resolved or preempted by the Sale Ordertransactions.

No Order. No Governmental Body Entity shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other Order order (whether temporary, preliminary or permanent) which is in effect and which has the effect of making the transactions Transactions illegal or otherwise prohibiting consummation of the Transactions, substantially on the terms contemplated by this Agreement illegal or otherwise restraining or prohibiting consummation of such transactions and which are not satisfied or resolved or preempted by the Sale Order.Agreement. 55

No Order. No Governmental Body Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction or other Order order (whether temporary, preliminary or permanent) which is in effect and has the effect of making the transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting consummation of such transactions and which are not satisfied or resolved or preempted by the Sale Ordertransactions.

No Order. No Governmental Body Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction Law or other Order (whether temporary, preliminary or permanent) which is in effect and that has the effect of making the transactions contemplated by this Agreement or the Ancillary Agreements illegal or otherwise restraining or prohibiting the consummation of such transactions and which are not satisfied or resolved or preempted by the Sale Order.transactions. (d)

No Order. No Governmental Body shall have enacted, issued, promulgated, enforced promulgated or entered any statute, rule, regulation, injunction Law or other Order (whether temporary, preliminary or permanent) which is in effect and has the effect of making illegal or otherwise prohibiting the consummation of the transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting consummation of such transactions and which are not satisfied or resolved or preempted by the Sale Orderhereby.

No Order. No Governmental Body Authority shall have enacted, issued, promulgated, enforced or entered any statuteLaw or final, rule, regulation, injunction or other Order (whether temporary, preliminary or permanent) non-appealable order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal or otherwise restraining or illegal, prohibiting consummation of such transactions and which are not satisfied or resolved or preempted by causing any of the Sale Ordertransactions contemplated hereunder to be rescinded following completion thereof (excluding, for the avoidance of doubt, any consent decree).

No Order. No Governmental Body Entity 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 has the effect of making the transactions contemplated by this Agreement Transactions illegal or otherwise restraining restraining, enjoining or prohibiting consummation of such transactions the Transactions on the terms and which are not satisfied or resolved or preempted conditions contemplated by the Sale Orderthis Agreement.

No Order. No Governmental Body Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction Law or other Governmental Order (whether temporary, preliminary or permanent) which is in effect and that has the effect of making the transactions contemplated by this Agreement illegal or that otherwise restraining restrains, conditions or prohibiting otherwise prohibits the consummation of such transactions and which are not satisfied or resolved or preempted by the Sale Order.transactions;

No Order. No Governmental Body Entity shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other Order order (whether temporary, preliminary or permanent) which is in effect and which has the effect of making this Agreement, the Related Agreements or the transactions contemplated by this Agreement hereby and thereby illegal or otherwise restraining or prohibiting the consummation of such the transactions contemplated hereby and which are not satisfied or resolved or preempted by the Sale Orderthereby.

No Order. No Governmental Body Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction Law or other Governmental Order (whether temporary, preliminary or permanent) which is in effect and has the effect of making the 37 transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting consummation of such transactions and which are not satisfied or resolved or preempted by the Sale Ordertransactions.

No Order. No Governmental Body Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction Law or other Governmental Order (whether temporary, preliminary or permanent) which is in effect and that has the effect of making the transactions contemplated by this Agreement or the Ancillary Agreements illegal or otherwise restraining or prohibiting the consummation of such transactions transactions; provided, however, that prior to asserting non-satisfaction of this Section 9.02(c), the Purchaser must have complied with its obligations under Sections 6.04 and which are not satisfied or resolved or preempted by the Sale Order.6.05; and

No Order. No Governmental Body Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction Law or other Governmental Order (whether temporary, preliminary or permanent) which is in effect and that has the effect of making the transactions contemplated by this Agreement or the Bxxx of Sale, Assignment and Assumption Agreement illegal or otherwise restraining or prohibiting the consummation of such transactions and which are not satisfied or resolved or preempted by the Sale Ordertransactions.

No Order. No Governmental Body federal, state or foreign governmental authority or other agency or commission or court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction or other Order order (whether temporary, preliminary or permanent) which is remains in effect effect, and which has the effect of making the transactions contemplated by this Agreement hereby illegal or otherwise restraining or prohibiting consummation of such transactions and which are not satisfied or resolved or preempted by the Sale OrderSale.

No Order. No Governmental Body United States or state governmental authority or other agency or commission shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction or other Order order (whether temporary, preliminary or permanent) which is in effect and has the effect of making the transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting consummation of such transactions and or which are not satisfied would have a Material Adverse Effect; provided, however, that the parties hereto shall use their commercially reasonable efforts to have any such order or resolved or preempted by the Sale Order.injunction vacated;