Common use of No Order Clause in Contracts

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

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

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

No Order. No governmental authority or other agency or commission or Governmental Entity, nor any federal or state court of competent jurisdiction or arbitrator shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunctionjudgment, injunction or arbitration award or finding or other order (whether temporary, preliminary or permanent) ), in any case which is in effect and which materially restricts, prevents or prohibits consummation of the Closing Merger or any transaction other transactions contemplated by in this Agreement.

No Order. No governmental authority or other agency or commission or Governmental Entity (including a federal or state court court) of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, injunction or other order (whether temporary, preliminary or permanent) which is in effect and which materially restricts, prevents or prohibits consummation of the Closing Merger or any transaction contemplated by this Agreement; provided, however, that the parties shall use their reasonable best efforts to cause any such decree, judgment, injunction or other order to be vacated or lifted.

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

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

No Order. No governmental authority or other agency or commission Governmental Entity or federal or state court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law, statute, rule, ordinance, regulation, executive order, decree, injunctionjudgment, stipulation, injunction or other order (whether temporary, preliminary or permanent) in any case which is in effect and which materially restricts, prevents or prohibits consummation of the Closing Merger or any transaction other transactions contemplated by in this Agreement; provided, however, that the parties shall use their reasonable efforts to cause any such decree, judgment, injunction or order to be vacated or lifted.

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

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

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

No Order. No governmental authority or other agency or commission or entity, nor any federal or state court of competent jurisdiction or arbitrator shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunctionjudgment, injunction or arbitration award or finding or other order (whether temporary, preliminary or permanent) ), in any case which is in effect and which materially restricts, prevents or prohibits consummation of the Closing Merger or any transaction other transactions contemplated by in this Agreement.

No Order. No governmental authority or other agency or commission or Governmental Entity, nor any federal or state court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, judgment or other injunction or order (whether temporary, preliminary or permanent) ), in any case which is in effect and which materially restricts, prevents or prohibits consummation of the Closing or any transaction contemplated by this AgreementMerger.

No Order. No governmental authority or other agency or commission or federal or state court Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law, statute, ordinance, rule, regulation, executive order, decreejudgment, injunction, decree or other order (whether temporary, preliminary or permanent) which that is in effect and which materially restrictsrestrains, prevents enjoins or otherwise prohibits consummation of the Closing or any transaction contemplated by this AgreementTransaction (collectively, an “Order”).

No Order. No governmental authority or other agency or commission or Governmental Entity, nor any federal or state court of competent jurisdiction or arbitrator shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunctionjudgment, injunction or arbitration award or finding or other order (whether temporary, preliminary or permanent) ), in any case which is in effect and which materially restricts, prevents or prohibits consummation of the Closing or any transaction contemplated by this AgreementMerger.

No Order. No governmental authority or other agency or commission or Governmental Entity, nor any federal or state court of competent jurisdiction or arbitrator shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunctionjudgment, injunction or arbitration award or finding or other order (whether temporary, preliminary or permanent) ), in any case which is in effect and which materially restricts, prevents or prohibits consummation of the Closing Merger or any transaction other transactions contemplated by in this Agreement or any Ancillary Agreement.

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

No Order. No governmental authority or other agency or commission Governmental Entity or federal or state court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, injunction or other order (whether temporary, preliminary or permanent) which is in effect and which materially restricts, prevents or prohibits consummation of the Closing Merger or any transaction the other transactions contemplated by this Agreement; provided, however, that the parties shall use their reasonable best efforts to cause any such decree, judgment, injunction or other order to be vacated or lifted.

No Order. No governmental authority or other agency or commission or federal or state court Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulationRegulation, executive order, decree, injunction, injunction or other order (whether temporary, preliminary or permanent) which that is in effect and which materially restricts, prevents has the effect of making the Acquisition or prohibits the other transactions contemplated hereby illegal or otherwise prohibiting consummation of the Closing Acquisition or any transaction the other transactions contemplated by this Agreementhereby.

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

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

No Order. No governmental authority Governmental Entity or other agency or commission or United States federal or state court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, injunction or other order (whether temporary, preliminary or permanent) which is in effect and which materially restricts, prevents or prohibits consummation of the Closing transactions contemplated hereby; provided, however, that the parties shall use their reasonable efforts to cause any such decree, judgment, injunction or any transaction contemplated by this Agreementother order to be vacated or lifted.

No Order. No governmental authority or other agency or commission or Governmental Authority, nor any federal or state court of competent jurisdiction or arbitrator shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunctionjudgment, injunction or arbitration award or finding or other order (whether temporary, preliminary or permanent) which ), in any case that is in effect and which materially restricts, prevents or prohibits consummation of the Closing Merger or any transaction other transactions contemplated by this AgreementAgreement or any Ancillary Document.

No Order. No governmental authority or other agency or commission Government Entity or federal or state court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunctionjudgment, injunction or other order (whether temporary, preliminary or permanent) ), in any case which is in effect and which materially restricts, prevents or prohibits consummation of the Closing Merger or any transaction other transactions contemplated by in this Agreement; provided, however, that the parties shall use their reasonable efforts to cause any such decree, judgment, injunction or other order to be vacated or lifted, and any such action or proceeding to be dismissed.

No Order. No governmental authority or other agency or commission or federal or state court Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, injunction or other order (whether temporary, preliminary or permanent) which is in effect and which materially restrictshas the effect of making the Merger, prevents the Stock Issuance or prohibits the Financing illegal or otherwise prohibiting consummation of the Closing Merger, the Stock Issuance or any transaction contemplated by this Agreementthe Financing.

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

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

No Order. No governmental authority or other agency or commission Governmental Entity or federal or state court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, or other order Order (whether temporary, preliminary or permanent) ), in any case which is in effect and which materially restricts, that prevents or prohibits the consummation of the Closing transactions contemplated hereunder; provided that Buyer shall have used all commercially reasonable efforts to cause any such Order to be vacated or any transaction contemplated by this Agreementlifted.

No Order. No governmental authority or other agency or commission Governmental Entity or federal or state court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunctionjudgment, injunction or other order (whether temporary, preliminary or permanent) ), in any case which is in effect and which materially restricts, prevents or prohibits consummation of the Closing Merger or any transaction other transactions contemplated by in this Agreement; provided, however, that the parties shall use their reasonable efforts to cause any such decree, judgment, injunction or other order to be vacated or lifted.

No Order. No governmental authority or other agency or commission or federal or state court Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, injunction or other order (whether temporary, preliminary or permanent) which is in effect and which materially restricts, prevents or prohibits consummation of the Closing Merger or any transaction contemplated by this Agreement; it being understood that the parties hereto hereby agree to use their reasonable best efforts to cause any such decree, judgment, injunction or other order to be vacated or lifted as promptly as possible.

No Order. No governmental authority Governmental Entity or other agency federal, state or commission or federal or state foreign court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, injunction or other order (whether temporary, preliminary or permanent) which is in effect and which materially restricts, prevents or prohibits consummation of the Closing Merger or any transaction contemplated by this Agreement; provided, however, that the parties shall use all reasonable efforts to cause any such decree, judgment, injunction or other order to be vacated or lifted.

No Order. No governmental authority or other agency or commission or Governmental Entity, nor any federal or state court of competent jurisdiction or arbitrator shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunctionjudgment, injunction or arbitration award or finding or other order (whether temporary, preliminary or permanent) ), in any case which is in effect and which materially restricts, prevents or prohibits consummation of the Closing Merger or any transaction other transactions contemplated by in this Agreement, any Ancillary Agreement or any Stockholder Related Agreement.

No Order. No governmental authority court or other agency or commission or federal or state court Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statuteapplicable Law, rule, regulation, executive order, decree, injunction, or other order (whether temporary, preliminary or permanent) which that is in effect and which materially restrictsrestrains, prevents enjoins or otherwise prohibits consummation of the Closing Merger or any transaction the other transactions contemplated by this AgreementAgreement (collectively, an “Order”).

No Order. No governmental authority or other agency or commission or Governmental Entity, nor any federal or state court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, judgment or other injunction or order (whether temporary, preliminary or permanent) ), in any case which is in effect and which materially restricts, prevents or prohibits consummation of the Closing Merger or any other material transaction contemplated by this AgreementAgreement or the Transaction Documents.

No Order. No governmental authority or other agency or commission Governmental Entity or federal or state court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, or other order Order (whether temporary, preliminary or permanent) ), in any case which is in effect and which materially restricts, that prevents or prohibits the consummation of the Closing transactions contemplated hereunder; provided that Seller shall have used all commercially reasonable efforts to cause any such Order to be vacated or any transaction contemplated by this Agreementlifted.

No Order. No governmental authority entity or other agency or commission or federal or state court of competent jurisdiction shall have enacted, threatened, issued, promulgated, enforced or entered any statutelaw, rule, regulation, executive orderjudgment, decree, injunction, executive order or other order (award, whether temporary, preliminary or permanent) which permanent (an "Order"), that is then in effect, pending or threatened and has, or would have, the effect and which materially restricts, prevents of making the Merger illegal or prohibits otherwise prohibiting consummation of the Closing or any transaction contemplated by this AgreementMerger.

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

No Order. No governmental authority or other agency or commission or federal or state Governmental Entity, nor any court of competent jurisdiction or arbitrator, shall have enacted, issued, promulgated, enforced or entered any statutelaw, rule, regulation, executive orderjudgment, decree, injunction, executive order or other order award (whether temporary, preliminary or permanent) which (collectively, "Order") that is then in effect, and has the effect and which materially restrictsof making the Merger illegal or otherwise restricting, prevents preventing or prohibits prohibiting consummation of the Closing Merger or any transaction other transactions contemplated by this Agreement.

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

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

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

No Order. No governmental authority or other agency or commission or Governmental Authority, nor any federal or state court of competent jurisdiction or arbitrator shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunctionjudgment, injunction or arbitration award or finding or other order (whether temporary, preliminary or permanent) ), in any case which is in effect and which materially restricts, prevents or prohibits consummation of the Closing Merger or any transaction other transactions contemplated by in this Agreement or any Ancillary Agreement.

No Order. No governmental authority court or other agency or commission or federal or state court Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, or other order Law (whether temporary, preliminary or permanent) which that is in effect and which materially restrictsrestrains, prevents enjoins or otherwise prohibits consummation of the Closing Merger or any transaction contemplated by this Agreementthe other Transactions (collectively, an “Order”).

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

No Order. No governmental authority or other agency or commission or Governmental Entity, nor any federal or state court of competent jurisdiction or arbitrator, shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunctionjudgment, injunction or arbitration award or finding or other order (whether temporary, preliminary or permanent) ), in any case which is in effect and which materially restricts, prevents or prohibits consummation of the Closing Merger or any transaction other transactions contemplated by in this Agreement.

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

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

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

No Order. No governmental authority or other agency or commission or Governmental Entity, including any federal or state court of competent jurisdiction 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 is in effect and which materially restrictshas the effect of making the transactions contemplated hereby illegal or otherwise restrains the performance by Buyer, prevents or prohibits consummation of Seller, the Closing Company or any transaction contemplated by Company Subsidiary of their respective obligations under this Agreement.

No Order. No governmental authority or other agency or commission or entity (including a federal or state court court) of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, injunction or other order (whether temporary, preliminary or permanent) which is in effect and which materially restricts, prevents or prohibits consummation of the Closing or any transaction contemplated by this Agreement; provided, however, that the parties shall use their reasonable best efforts to cause any such decree, judgment, injunction or other order to be vacated or lifted.

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

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

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

No Order. No governmental authority Governmental Authority or other agency or commission or foreign, federal or state court of -------- competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statutelaw, rule, regulation, executive order, decree, injunction, injunction or other order (whether temporary, preliminary or permanent) which is then in effect and which materially restricts, prevents has the effect of making the Merger illegal or prohibits otherwise preventing consummation of the Closing Merger; provided, that the parties shall use their best efforts to have any such injunction, order, restraint or any transaction contemplated by this Agreement.prohibition vacated; and

No Order. No United States or state governmental authority or other agency or commission or federal United States or state court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, injunction or other order (whether temporary, preliminary or permanent) which is in effect and which materially restricts, prevents or prohibits consummation has the effect of making the Closing or any transaction transactions contemplated by this AgreementAgreement illegal or otherwise restraining or prohibiting consummation of such transactions; provided, however, that the parties hereto shall use their best efforts to have any such order or injunction vacated.

No Order. No governmental authority or other agency or commission or federal or state court Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, or other order (whether temporarytemporary restraining Order, preliminary or permanentpermanent injunction or other Order which (i) which is in effect and which materially restricts, prevents (ii) has the effect of otherwise prohibiting or prohibits preventing the consummation of the Closing or any transaction contemplated by this AgreementTransactions.

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

No Order. No governmental authority federal, state or other agency foreign Governmental Entity or commission federal, state or federal or state foreign court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statutelaw, rule, regulation, executive order, decree, injunction, injunction or other order (whether temporary, preliminary or permanent) which is then in effect (which order or other action the parties hereto shall use their reasonable efforts to vacate or lift) and which materially restricts, prevents or prohibits has the effect of making the consummation of the Closing or any transaction contemplated by this AgreementMerger illegal under applicable law.

No Order. No governmental authority Governmental Entity or other agency or commission or federal or state court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statutelaw, rule, regulation, executive orderjudgment, decree, injunction, executive order or other order (award, whether temporary, preliminary or permanent) which permanent (an “Order”), that is then in effect and which materially restrictshas, prevents or prohibits would reasonably be expected to have, the effect of making the Merger illegal or otherwise prohibiting consummation of the Closing or any transaction contemplated by this AgreementMerger.

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

No Order. No governmental authority or other agency or commission or Governmental Entity, including any federal or state court of competent jurisdiction jurisdiction, shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, judgment, decree, injunction, injunction or other order which (whether temporary, preliminary or permanenti) which is in effect and which materially restricts, prevents (ii) has the effect of making illegal or prohibits otherwise prohibiting the consummation of the Closing Merger or any transaction the other transactions contemplated by this Agreement.

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

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

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

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

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

No Order. No governmental authority or other agency or commission Governmental Entity or federal or state court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, injunction or other order (whether temporary, preliminary or permanent) which is in effect and which materially restricts, prevents or prohibits consummation of the Closing Merger or any transaction contemplated by this Agreement; provided, however, that the parties shall use their reasonable best efforts to cause any such decree, judgment, injunction or other order to be vacated or lifted.

No Order. No governmental authority or other agency or commission Governmental Entity or federal or state court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, injunction or other order (whether temporary, preliminary or permanent) which is in effect and which materially restricts, prevents has the effect of making the Merger illegal or prohibits otherwise prohibiting consummation of the Closing Merger; and no such Governmental Entity shall have initiated or threatened to initiate any transaction contemplated by this Agreementproceeding seeking any of the foregoing.

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

No Order. No governmental authority or other agency or commission or federal or state court Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, judgment, ruling or any other order (whether temporaryeach, preliminary or permanentan “Order”) which (i) is in effect and which materially restricts, prevents (ii) has the effect of preventing or prohibits consummation making the issuance of the Closing or any transaction contemplated by Shares pursuant to this AgreementAgreement illegal.

No Order. No governmental authority or other agency or commission or federal or state court Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statuteLaw, rule, regulation, executive orderorder or decree, decreejudgment, injunction, ruling, writ, award, determination or other order (order, whether temporary, preliminary or permanent) which permanent (collectively, “Order”), that is then in effect and which materially restricts, prevents has the effect of preventing or prohibits prohibiting consummation of the Closing or Merger; provided, however, that each of the parties hereto shall use their reasonable best efforts to have any transaction contemplated by this Agreement.such Order vacated;

No Order. No United States or state governmental authority or other agency or commission or federal United States or state court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statutelaw, rule, regulation, executive order, decree, injunction, injunction or other order (whether temporary, preliminary or permanent) which is then in effect and which materially restricts, prevents or prohibits has the effect of making the consummation of the Closing Merger unlawful or any transaction contemplated by this Agreement.preventing or prohibiting consummation of the Transactions; and

No Order. No governmental authority or other agency or commission or federal or state court Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, judgment, ruling or any other order (whether temporaryeach, preliminary or permanentan “Order”) which (i) is in effect and which materially restricts, prevents (ii) has the effect of preventing or prohibits consummation making the issuance of the Closing or any transaction contemplated by Shares pursuant to this Agreement.Agreement illegal; and

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

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

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

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

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

No Order. No federal or state governmental or regulatory authority or other agency or commission commission, or federal or state court of competent jurisdiction jurisdiction, shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, injunction or other order (whether temporary, preliminary or permanent) which is has the effect of restricting in effect and which materially restrictsany material respect (except as provided in Section 7.1(c)), prevents preventing or prohibits prohibiting consummation of the Closing or any transaction transactions contemplated by this Agreement.

No Order. No governmental authority or other agency or commission or federal or state court Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statutenon-appealable, rulefinal and effective Law, regulation, executive order, decree, injunction, injunction or other order (whether temporary, preliminary which has the effect of making the Contemplated Transactions illegal or permanent) which is in effect and which materially restricts, prevents or prohibits consummation of the Closing or any transaction contemplated by this Agreementotherwise prohibited.

No Order. No governmental authority Governmental Authority or other agency or commission or federal or state court of competent jurisdiction located or having jurisdiction in the United States shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive decree, judgment, injunction or other order, decree, injunction, or other order (whether temporary, preliminary or permanentpermanent (each an “Order”) which is then in effect and which materially restricts, prevents has the effect of making the Merger and the other Transactions illegal or prohibits otherwise prohibiting consummation of the Closing or any transaction contemplated by this AgreementMerger and the other Transactions.

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

No Order. No governmental authority or other agency or commission or Governmental Authority, nor any foreign, federal or state court court, of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, injunction, decree, injunction, judgment or other order (whether temporaryorder, preliminary or permanent) in any case which is in effect and which materially restricts, prevents restrains or prohibits the consummation of the Closing or any transaction transactions contemplated by this Agreement.

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

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

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

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

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

No Order. No United States or state governmental authority or -------- other agency or commission or federal United States or state court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, injunction or other order (whether temporary, preliminary or permanent) which is in effect and which materially restricts, prevents or prohibits consummation has the effect of making the Closing or any transaction transactions contemplated by this Agreement.Agreement illegal or otherwise restraining or prohibiting consummation of such transactions; provided, however, that the parties hereto shall use -------- ------- their best efforts to have any such order or injunction vacated;

No Order. No governmental authority Governmental Entity or other agency or commission or federal or state court of competent jurisdiction shall have enacted, threatened, issued, promulgated, enforced or entered any statutelaw, rule, regulation, executive orderjudgment, decree, injunction, executive order or other order (award, whether temporary, preliminary or permanent) which permanent (an "Order"), that is then in effect, pending or threatened and has, or would have, the effect and which materially restricts, prevents of making the Merger illegal or prohibits otherwise prohibiting consummation of the Closing or any transaction contemplated by this AgreementMerger.

No Order. No United States, state or foreign governmental authority or other agency or commission or federal United States, state or state foreign court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, injunction or other order (whether temporary, preliminary or permanent) which is in effect and which materially restricts, prevents or prohibits consummation has the effect of making the Closing or any transaction transactions contemplated by this Agreement.Agreement illegal or otherwise restraining or prohibiting consummation of such transactions, and the parties hereto shall use all reasonable efforts to have any such order or injunction entered prior to the Closing vacated;

No Order. No governmental authority or other agency or commission or federal or state court Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, judgment, ruling or any other order (whether temporaryeach, preliminary or permanentan “Order”) which (i) is in effect and which materially restricts, prevents (ii) has the effect of preventing or prohibits consummation making the issuance of the Closing or any transaction contemplated by this AgreementSecurities pursuant to the Transaction Documents illegal.

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

No Order. No governmental authority or other agency or commission Governmental Entity or federal or state court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, injunction or other order (whether temporary, preliminary or permanent) which is in effect and which prevents, prohibits or materially restricts, prevents or prohibits restricts consummation of the Closing Merger or any transaction other transactions contemplated by this Agreement; provided, however, that the parties shall use their reasonable efforts to cause any such decree, judgment, injunction or other order to be vacated or lifted.

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

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

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

No Order. No governmental authority or other agency or commission or federal or state court Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, injunction or other order (whether temporary, preliminary or permanent) which is in effect and which materially restrictsprohibits, prevents restrains or prohibits enjoins the consummation of the Closing Mergers, and there shall not be any Governmental Entity or any transaction contemplated by this Agreementthird party seeking to prohibit, restrain or enjoin the consummation of the Mergers or the other Transactions.

No Order. No federal, state or other governmental authority or other agency or commission or federal federal, state or state other court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, injunction or other order (whether temporary, preliminary or permanent) which is in effect and which materially restricts, prevents or prohibits consummation has the effect of making the Closing or any transaction transactions contemplated by this AgreementAgreement and/or the Ancillary Agreements illegal or otherwise restraining or prohibiting consummation of such transactions; provided, however, that the parties hereto shall use their best efforts to have any such order or injunction vacated.

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