Common use of No Legal Impediment to Issuance and/or Sale Clause in Contracts

No Legal Impediment to Issuance and/or Sale. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any United States federal, state or non-United States governmental or regulatory authority that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares by the Company or the sale of the Shares by the Selling Shareholders; and no injunction or order of any United States federal, state or non-United States court shall have been issued that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares by the Company or the sale of the Shares by the Selling Shareholders.

No Legal Impediment to Issuance and/or Sale. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any United States federal, state or non-United States foreign governmental or regulatory authority that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Offered Shares by the Company or the sale of the Offered Shares by the Selling Shareholders; and no injunction or order of any United States federal, state or non-United States foreign court shall have been issued that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Offered Shares by the Company or the sale of the Offered Shares by the Selling Shareholders.

No Legal Impediment to Issuance and/or Sale. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any United States federal, state or non-United States foreign governmental or regulatory authority that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares or the Offered ADSs by the Company or the sale of the Shares Offered ADSs by the Selling Shareholders; and no injunction or order of any United States federal, state or non-United States foreign court shall have been issued that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares or Offered ADSs by the Company or the sale of the Shares Offered ADSs by the Selling Shareholders.

No Legal Impediment to Issuance and/or Sale. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any United States federal, state or non-United States foreign governmental or regulatory authority that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares by the Company Offered ADSs or the sale of the Shares by the Selling Shareholdersrepresented thereby; and no injunction or order of any United States federal, state or non-United States foreign court shall have been issued that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares by the Company Offered ADSs or the sale of the Shares by the Selling Shareholdersrepresented thereby.

No Legal Impediment to Issuance and/or Sale. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any United States federal, state or non-United States foreign governmental or regulatory authority that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale delivery to the Underwriters of the Shares by the Company or the sale of the Shares by the Selling Shareholders; and no injunction or order of any United States federal, state or non-United States foreign court shall have been issued that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale delivery to the Underwriters of the Shares by the Company or the sale of the Shares by the Selling Shareholders.

No Legal Impediment to Issuance and/or Sale. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any United States federal, U.S. federal or state or non-United States foreign governmental or regulatory authority that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares by the Company or the sale of the Shares by the Selling Shareholders; and no injunction or order of any United States federal, U.S. federal or state or non-United States foreign court shall have been issued that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares by the Company or the sale of the Shares by the Selling Shareholders.

No Legal Impediment to Issuance and/or Sale. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any United States federal, state or non-United States foreign governmental or regulatory authority that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares by the Company to Fifth Third Bank or the sale of the Shares by the Selling Shareholders; Stockholders and no injunction or order of any United States federal, state or non-United States foreign court shall have been issued that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares by the Company to Fifth Third Bank or the sale of the Shares by the Selling ShareholdersStockholders.

No Legal Impediment to Issuance and/or Sale. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any United States federal, state domestic or non-United States foreign governmental or regulatory authority that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares by the Company Offered ADSs or the sale of the Shares by the Selling Shareholdersrepresented thereby; and no injunction or order of any United States federal, state state, Australian or non-United States other foreign court shall have been issued that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares by the Company Offered ADSs or the sale of the Shares by the Selling Shareholdersrepresented thereby.

No Legal Impediment to Issuance and/or Sale. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any United States federal, state or non-United States foreign governmental or regulatory authority that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Underlying Shares or ADSs by the Company or the sale of the Underlying Shares or ADSs by the Selling Shareholders; and no injunction or order of any United States federal, state or non-United States foreign court shall have been issued that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Underlying Shares or ADSs by the Company or the sale of the Underlying Shares or ADSs by the Selling Shareholders.

No Legal Impediment to Issuance and/or Sale. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any United States federal, state or non-United States governmental or regulatory authority Governmental Agency that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares Securities by the Company Company, the listing and trading of the Securities on the New York Stock Exchange or the sale consummation of the Shares transactions contemplated by the Selling ShareholdersTransaction Documents; and no injunction or order of any United States federal, state or non-United States foreign court shall have been issued that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares Securities by the Company Company, the listing and trading of the Securities on the New York Stock Exchange or the sale consummation of the Shares transactions contemplated by the Selling ShareholdersTransaction Documents.

No Legal Impediment to Issuance and/or Sale. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any United States federal, state or non-United States foreign governmental or regulatory authority that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Option Shares by the Company or the sale of the Underwritten Shares by the Selling ShareholdersStockholders; and no injunction or order of any United States federal, state or non-United States foreign court shall have been issued that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Option Shares by the Company or the sale of the Underwritten Shares by the Selling ShareholdersStockholders.

No Legal Impediment to Issuance and/or Sale. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any United States federal, state or non-United States foreign governmental or regulatory authority that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares pursuant to this Agreement by the Company Partnership or the sale of the Shares pursuant to this Agreement by the Selling ShareholdersShareholder; and no injunction or order of any United States federal, state or non-United States foreign court shall have been issued that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares pursuant to this Agreement by the Company Partnership or the sale of the Shares pursuant to this Agreement by the Selling ShareholdersShareholder.

No Legal Impediment to Issuance and/or Sale. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any United States federal, state or non-United States foreign governmental or regulatory authority that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares by the Company or the sale of the Shares by the Selling ShareholdersStockholder, as applicable; and no injunction or order of any United States federal, state or non-United States foreign court shall have been issued that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares by the Company or the sale of the Shares by the Selling ShareholdersStockholder, as applicable.

No Legal Impediment to Issuance and/or Sale. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any United States federal, state or non-United States foreign governmental or regulatory authority that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares by the Company or the sale of the Shares by the Selling Shareholders; Stockholders and no injunction or order of any United States federal, state or non-United States foreign court shall have been issued that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares by the Company or the sale of the Shares by the Selling ShareholdersStockholders.

No Legal Impediment to Issuance and/or Sale. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any United States federal, federal or state or non-United States foreign governmental or regulatory authority that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares by the Company or the sale of the Shares by the Selling Shareholders; and no injunction or order of any United States federal, federal or state or non-United States foreign court shall have been issued that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares by the Company or the sale of the Shares by the Selling Shareholders.

No Legal Impediment to Issuance and/or Sale. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any United States federal, federal or state or non-United States governmental or regulatory authority that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares by the Company or the sale of the Shares by the Selling Shareholders; and no injunction or order of any United States federal, federal or state or non-United States court shall have been issued that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares by the Company or the sale of the Shares by the Selling Shareholders.

No Legal Impediment to Issuance and/or Sale. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any United States federal, state or non-United States foreign governmental or regulatory authority that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares Units pursuant to this Agreement by the Company Partnership or the sale of the Shares Units pursuant to this Agreement by the Selling ShareholdersUnitholder; and no injunction or order of any United States federal, state or non-United States foreign court shall have been issued that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares Units pursuant to this Agreement by the Company Partnership or the sale of the Shares Units pursuant to this Agreement by the Selling ShareholdersUnitholder.

No Legal Impediment to Issuance and/or Sale. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any United States federal, U.S. federal or state or non-United States foreign governmental or regulatory authority that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares by the Company or the sale of the Shares by the Selling ShareholdersShareholder; and no injunction or order of any United States federal, U.S. federal or state or non-United States foreign court shall have been issued that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares by the Company or the sale of the Shares by the Selling ShareholdersShareholder.

No Legal Impediment to Issuance and/or Sale. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any United States federal, state or non-United States foreign governmental or regulatory authority that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Option Shares by the Company or the sale of the Underwritten Shares by the Selling ShareholdersStockholders; and no injunction or order of any United States federal, state or non-United States foreign court shall have been issued that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares by the Company or the sale of the Shares by the Selling ShareholdersStockholders.

No Legal Impediment to Issuance and/or Sale. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any United States federal, state or non-United States foreign governmental or regulatory authority that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares ADSs by the Company or the sale of the Shares ADSs by the Selling ShareholdersStockholder; and no injunction or order of any United States federal, state or non-United States foreign court shall have been issued that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance of the Shares or sale of the Shares Units or the ADSs by the Company or the sale of the Shares ADSs by the Selling ShareholdersStockholder.

No Legal Impediment to Issuance and/or Sale. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any United States federal, state or non-United States foreign governmental or regulatory authority that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares by the Company to the Selling Stockholders or the sale of the Shares by the Selling Shareholders; Stockholders and no injunction or order of any United States federal, state or non-United States foreign court shall have been issued that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares by the Company to the Selling Stockholders or the sale of the Shares by the Selling ShareholdersStockholders.

No Legal Impediment to Issuance and/or Sale. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any United States federal, state or non-United States foreign governmental or regulatory authority that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares ADSs by the Company or the sale of the Shares ADSs by the Selling Shareholders; and no injunction or order of any United States federal, state or non-United States foreign court shall have been issued that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares ADSs by the Company or the sale of the Shares ADSs by the Selling Shareholders.

No Legal Impediment to Issuance and/or Sale. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any United States federal, state or non-United States foreign governmental or regulatory authority that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares by the Company or the sale of the Shares by the Selling ShareholdersStockholders; and no injunction or order of any United States federal, state or non-United States foreign court shall have been issued that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares by the Company or the sale of the Shares by the Selling ShareholdersStockholders. 2 NTD: To include all LGP funds that will be selling stockholders.

No Legal Impediment to Issuance and/or Sale. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any United States federal, state or non-United States governmental or regulatory authority Governmental Agency that would, as of the Closing Date or the such Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares by the Company or Company, the sale listing and trading of the Shares on the NASDAQ or the consummation of the transactions contemplated by the Selling ShareholdersTransaction Documents; and no injunction or order of any United States federal, state or non-United States foreign court shall have been issued that would, as of the Closing Date or the such Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares by the Company or Company, the sale listing and trading of the Shares on the NASDAQ or the consummation of the transactions contemplated by the Selling ShareholdersTransaction Documents.

No Legal Impediment to Issuance and/or Sale. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any United States federal, state or non-United States foreign governmental or regulatory authority that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares Offered Securities by the Company or the sale of the Shares Offered Securities by the Selling Shareholders; and no injunction or order of any United States federal, state or non-United States foreign court shall have been issued that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares Offered Securities by the Company or the sale of the Shares Offered Securities by the Selling Shareholders.

No Legal Impediment to Issuance and/or Sale. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any United States federal, state or non-United States foreign governmental or regulatory authority that would, as of the Closing Date or the any Additional Closing Date, as the case may be, prevent the issuance of the ADSs or sale of the Shares by the Company or the sale of the Shares Securities by the Selling Shareholders; and no injunction or order of any United States federal, state or non-United States foreign court shall have been issued that would, as of the Closing Date or the any Additional Closing Date, as the case may be, prevent the issuance of the ADSs or sale of the Shares Securities by the Company or the sale any of the Shares by the Selling Shareholders.

No Legal Impediment to Issuance and/or Sale. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any United States federal, state or non-United States foreign governmental or regulatory authority that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares by the Company or the sale of the Shares by the Selling ShareholdersShareholder; and no injunction or order of any United States federal, state or non-United States foreign court shall have been issued that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares by the Company or the sale of the Shares by the Selling ShareholdersShareholder.

No Legal Impediment to Issuance and/or Sale. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any United States federal, state or non-United States foreign governmental or regulatory authority that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares by the Company or the sale of the Shares by the Selling Shareholders; and no injunction or order of any United States federal, state or non-United States foreign court having jurisdiction over the Company or the Selling Shareholders shall have been issued that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares by the Company or the sale of the Shares by the Selling Shareholders.

No Legal Impediment to Issuance and/or Sale. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any United States federal, state or non-United States foreign governmental or regulatory authority that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares by the Company or the sale of the Option Shares by the Selling ShareholdersStockholder; and no injunction or order of any United States federal, state or non-United States foreign court shall have been issued that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares by the Company or the sale of the Option Shares by the Selling ShareholdersStockholder.

No Legal Impediment to Issuance and/or Sale. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any United States federalfederal or state, state or non-United States governmental or regulatory authority that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares by the Company or the sale of the Shares by the Selling Shareholders; and no injunction or order of any United States federalfederal or state, state or non-United States court shall have been issued that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares by the Company or the sale of the Shares by the Selling Shareholders.

No Legal Impediment to Issuance and/or Sale. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any United States federal, state or non-United States governmental or regulatory authority Governmental Authority that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the ADSs or the Shares represented thereby by the Company or the sale of the ADSs or the Shares represented thereby by the Selling Shareholders; and no injunction or order of any United States federal, state domestic or non-United States foreign court shall have been issued that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the ADSs or the Shares represented thereby by the Company or the sale of the ADSs or the Shares represented thereby by the Selling Shareholders.

No Legal Impediment to Issuance and/or Sale. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any United States federal, state or non-United States governmental or regulatory authority Governmental Agency that would, as of the Closing Date or the such Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares by the Company or (including without limitation the sale of the Shares by the Selling Shareholders) or the consummation of the transactions contemplated by this Agreement; and no injunction or order of any United States federal, state or non-United States foreign court shall have been issued that would, as of the Closing Date or the such Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares by the Company or (including the sale of the Shares by the Selling Shareholders) or the consummation of the transactions contemplated by this Agreement.

No Legal Impediment to Issuance and/or Sale. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any United States federal, state or non-United States foreign governmental or regulatory authority that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Underwritten Shares by the Company or the sale of the Option Shares by the Selling ShareholdersStockholder; and no injunction or order of any United States federal, state or non-United States foreign court shall have been issued that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Underwritten Shares by the Company or the sale of the Option Shares by the Selling ShareholdersStockholder.

No Legal Impediment to Issuance and/or Sale. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any United States U.S. federal, state or non-United States foreign governmental or regulatory authority that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares by the Company or the sale of the Shares by the Selling ShareholdersStockholders; and no injunction or order of any United States U.S. federal, state or non-United States foreign court shall have been issued that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares by the Company or the sale of the Shares by the Selling ShareholdersStockholders.

No Legal Impediment to Issuance and/or Sale. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any United States federal, state or non-United States foreign governmental or regulatory authority that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares by the Company or the sale of the Shares by the Selling ShareholdersStockholders; and no injunction or order of any United States federal, state or non-United States foreign court shall have been issued that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares by the Company or the sale of the Shares by the Selling ShareholdersStockholders.