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 federal, state or 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 delivery to the Underwriters of the Shares or the sale of the Shares by the Selling Shareholders; and no injunction or order of any federal, state or 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 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 federal, state or 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 delivery to the Underwriters of the Shares by the Company upon conversion of the Class B Shares or the sale of the Shares by the Selling ShareholdersStockholder; and no injunction or order of any federal, state or 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 delivery to the Underwriters of the Shares by the Company upon conversion of the Class B Shares or the sale of the 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 federal, state or foreign 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 delivery to the Underwriters 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 foreign 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 delivery to the Underwriters 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 federal, state or 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 delivery to the Underwriters of the Shares or the sale of the Offered ADSs or the Shares by the Selling Shareholdersrepresented thereby; and no injunction or order of any federal, state or 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 delivery to the Underwriters of the Shares by the Company or the sale of the Offered ADSs or 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 federal, state or 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 delivery to the Underwriters 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 federal, state or 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 delivery to the Underwriters 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 federal, state or 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 delivery to the Underwriters 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 federal, state or 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 delivery to the Underwriters 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 federal, state or 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 delivery to the Underwriters 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 federal, state or 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 delivery to the Underwriters of the Shares or sale of the 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 federal, state or 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 delivery to the Underwriters of the Shares or the sale of the Shares by the Company or the sale of Shares by the Selling ShareholdersStockholders; and no injunction or order of any federal, state or 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 delivery to the Underwriters 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 federal, state or 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 delivery to the Underwriters 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 federal, state or 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 delivery to the Underwriters 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 federal, state or 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 delivery to the Underwriters sale of the Shares pursuant to this Agreement by the Partnership or the sale of the Shares pursuant to this Agreement by the Selling ShareholdersShareholder; and no injunction or order of any federal, state or 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 delivery to the Underwriters 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 federal, U.S. federal or state or 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 delivery to the Underwriters sale of the Shares by the Company or the sale of the Shares by the Selling Shareholders; and no injunction or order of any federal, U.S. federal or state or 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 delivery to the Underwriters 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 federal, state or foreign 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 delivery to the Underwriters sale of the Shares 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 federal, state or 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 delivery to the Underwriters 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 federal, state or foreign 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 delivery to the Underwriters of the Shares or the sale of the Shares by the Selling ShareholdersCompany, the listing and trading of the Shares on the NASDAQ or the consummation of the transactions contemplated by the Transaction Documents; and no injunction or order of any federal, state or 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 delivery to the Underwriters of the Shares by the Company or the sale of the Shares by the Selling ShareholdersCompany, the listing and trading of the Shares on the NASDAQ or the consummation of the transactions contemplated by the Transaction 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 federal, state or 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 delivery to the Underwriters 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 federal, state or 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 delivery to the Underwriters 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 federal, state or 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 or delivery to the Underwriters of the Shares ADSs or the sale of the Shares Securities by the Selling Shareholders; and no injunction or order of any federal, state or 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 or delivery to the Underwriters of the Shares by the Company ADSs or the sale of the Shares Securities by any of 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 federal, state or 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 delivery to the Underwriters 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 federal, state or 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 delivery to the Underwriters 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 federal, state or 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 delivery to the Underwriters 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 federal, state or 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 delivery to the Underwriters 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 federal, state or 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 delivery to the Underwriters 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 federal, state or 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 delivery to the Underwriters 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 federal, state or 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 delivery to the Underwriters 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 federal, state or 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 delivery to the Underwriters 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 federal, state or 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 delivery to the Underwriters sale of the Shares by the Company or the sale of the Shares by the Selling ShareholdersStockholders; and no injunction or order of any federal, state or 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 delivery to the Underwriters 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 federal, state or foreign governmental or regulatory authority that would, as of the Closing Date or the Additional Closing Dateany relevant Date of Delivery, as the case may be, prevent the issuance or delivery to the Underwriters sale of the Shares by the Company or the sale of the Shares by the Selling ShareholdersStockholders; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date or the Additional Closing Daterelevant Date of Delivery, as the case may be, prevent the issuance or delivery to the Underwriters 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 federal, state or 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 delivery to the Underwriters 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 federal, state or 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 delivery to the Underwriters 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 federal, United States federal or state or foreign 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 delivery to the Underwriters sale of the Shares by the Company or the sale of the Shares by the Selling Shareholders; and no injunction or order of any federal, United States federal or state or foreign 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 delivery to the Underwriters 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 U.S. federal, state or 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 delivery to the Underwriters sale of the Shares by the Company or the sale of the Shares by the Selling ShareholdersStockholders; and no injunction or order of any U.S. federal, state or 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 delivery to the Underwriters 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 federal, state or 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 delivery to the Underwriters sale of the Shares by the Company or the sale of the Shares by the Selling Shareholders; and no injunction or order of any federal, state or 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 delivery to the Underwriters 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 federal, state or 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 delivery to the Underwriters of the Shares or the 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 federal, state or 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 delivery to the Underwriters 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 federal, state or 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 delivery to the Underwriters 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 federal, state or 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 delivery to the Underwriters 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 federal, state or 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 delivery to the Underwriters 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 federal, state or 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 delivery to the Underwriters 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 federal, United States federal or state or 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 delivery to the Underwriters sale of the Shares by the Company or the sale of the Shares by the Selling Shareholders; and no injunction or order of any federal, United States federal or state or 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 delivery to the Underwriters 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 federal, state domestic or 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 delivery to the Underwriters of the Shares or the sale of the Offered ADSs or the Shares by the Selling Shareholdersrepresented thereby; and no injunction or order of any federal, state state, Australian or 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 delivery to the Underwriters of the Shares by the Company or the sale of the Offered ADSs or 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 federal, state or foreign 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 delivery to the Underwriters 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 federal, state domestic or 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 delivery to the Underwriters 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 federal, U.S. federal or state or 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 delivery to the Underwriters sale of the Shares by the Company or the sale of the Shares by the Selling ShareholdersShareholder; and no injunction or order of any federal, U.S. federal or state or 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 delivery to the Underwriters 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 federal, state or 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 delivery to the Underwriters sale of the Shares by the Company or the sale of the Shares by the Selling ShareholdersShareholder; and no injunction or order of any federal, state or 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 delivery to the Underwriters 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 federalUnited States federal or state, state or foreign 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 delivery to the Underwriters sale of the Shares by the Company or the sale of the Shares by the Selling Shareholders; and no injunction or order of any federalUnited States federal or state, state or foreign 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 delivery to the Underwriters sale of the Shares by the Company or the sale of the Shares by the Selling Shareholders.