Common use of No Order Clause in Contracts

No Order. No 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 temporary, preliminary or permanent) that (i) is in effect and (ii) has the effect of making the Transaction illegal or otherwise prohibiting consummation of the Transaction.

No Order. No Governmental Entity of competent jurisdiction Body 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) that (i) which is in effect and (ii) has the effect of making the Transaction transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting consummation of such transactions and which are not satisfied or resolved or preempted by the TransactionSale Order.

No Order. No 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 temporary, preliminary or permanent) that (i) which is in effect and (ii) which has the effect of making the Transaction Sale illegal or otherwise prohibiting consummation of the TransactionSale.

No Order. No 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 Court Order (whether temporary, preliminary or permanent) that (i) which is then in effect and (ii) has the effect of making the Transaction transactions contemplated by this Agreement or by the Ancillary Agreements illegal or otherwise enjoining or prohibiting the consummation of the Transactionsuch transactions.

No Order. No Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction injunction, order or other order legal restraint (whether temporary, preliminary or permanent) that (i) which is in effect and (ii) which has the effect of making the Transaction Merger, any of the Related Agreements or any of the transactions contemplated hereby or thereby illegal or otherwise prohibiting or preventing the consummation of the TransactionMerger, any of the Related Agreements or any of the transactions contemplated hereby or thereby.

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

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

No Order. No Governmental Entity of competent jurisdiction Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction Law or other order (whether temporary, preliminary or permanent) Governmental Order that (i) is in effect and (ii) that has the effect of making the Transaction transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting the consummation of the Transaction.such transactions; and

No Order. No Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction injunction, order or other order legal restraint (whether temporary, preliminary or permanent) that (i) which is in effect and (ii) which has the effect of making the Transaction Share Purchase, this Agreement, any of the Ancillary Agreements or any of the Transactions illegal or otherwise prohibiting or preventing the consummation of the TransactionShare Purchase, this Agreement, any of the Ancillary Agreements or any of the Transactions.

No Order. No Governmental Entity of competent jurisdiction Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction Law or other order (whether temporary, preliminary or permanent) Governmental Order that (i) is in effect and (ii) that has the effect of making the Transaction transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting the consummation of the Transaction.such transactions;

No Order. (i) No Governmental Entity of competent jurisdiction or Regulatory Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) Order that (i) is in effect and (ii) that has the effect of making the Transaction Transactions illegal or otherwise prohibiting consummation of the TransactionTransactions and (ii) no Proceeding regarding such an Order shall be pending.

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

No Order. No Governmental Entity of competent jurisdiction Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction Law or other order Governmental Order (whether temporary, preliminary or permanent) that (i) is in effect and (ii) has the effect of making the Transaction transactions contemplated by this Agreement or the Ancillary Agreements illegal or otherwise restraining or prohibiting the consummation of the Transaction.such transactions; ARTICLE VII INDEMNIFICATION

No Order. No Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, promulgated or enforced or entered any statute, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) that (i) which is in effect and (ii) which has the effect of making the Transaction Acquisition or the other transactions contemplated by this Agreement or any of the Ancillary Agreements illegal or otherwise prohibiting prohibit the consummation of any of the Transactionforegoing.

No Order. No Governmental Entity of competent jurisdiction Legal Requirement shall have enacted, issued, been adopted or promulgated, enforced or entered and no Governmental Authority shall have issued any statute, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) Order that (i) is in effect and (ii) effect, which has the effect of making the Transaction illegal or otherwise prohibiting the consummation of the Transactiontransactions contemplated by this Agreement.

No Order. No 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 temporary, preliminary or permanent) that (i) which is in effect and (ii) which has the effect of making the Transaction Stock Purchase, this Agreement and the transactions contemplated hereby illegal or otherwise prohibiting consummation of the TransactionStock Purchase, this Agreement and the transactions contemplated hereby.

No Order. No Governmental Entity of competent jurisdiction governmental agency 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) that (i) which is in effect and (ii) which has the effect of making the Transaction transactions contemplated hereby, this Agreement or any of the Escrowed Documents illegal or otherwise prohibiting consummation of the Transactiontransactions contemplated hereby.

No Order. No Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction applicable Law or other order Court Order (whether temporary, preliminary or permanent) that (i) which is then in effect and (ii) has the effect of making the Transaction illegal transactions contemplated by this Agreement illegal, otherwise enjoining or otherwise prohibiting the consummation of such transactions, or that would prevent, or materially impair or delay the Transactionability of either Party to consummate the transactions contemplated by this Agreement.

No Order. No Governmental Entity of competent jurisdiction Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) Law that (i) is in effect and (ii) has the effect of making the Transaction transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting the consummation of the Transactionsuch transactions.

No Order. No Governmental Entity governmental authority or other agency or commission or 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) that (i) is which remains in effect effect, and (ii) which has the effect of making the Transaction transactions contemplated hereby illegal or otherwise prohibiting consummation of the Transactiontransactions contemplated by this Agreement.

No Order. No Governmental Entity of competent jurisdiction Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction Law or other order (whether temporary, preliminary or permanent) Governmental Order that (i) is in effect and (ii) has the effect of making the Transaction transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting the consummation of the Transaction.such transactions;

No Order. No Governmental Entity of competent jurisdiction Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) that (i) which is in effect and (ii) which has the effect of making the Transaction transaction illegal or otherwise prohibiting consummation of the Transactiontransaction.

No Order. No Governmental Entity of competent jurisdiction Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) Applicable Law that (i) is in effect and (ii) has the effect of making the Transaction transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting the consummation of the Transactionsuch transactions.

No Order. No Governmental Entity of competent jurisdiction Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction Law or other order (whether temporary, preliminary or permanent) Governmental Order that (i) is in effect and (ii) has the effect of making the Transaction transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting the consummation of the Transactionsuch transactions.

No Order. No 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 temporary, preliminary or permanent) that (i) which is in effect and (ii) has the effect of making the Transaction transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting consummation of such transactions; provided, however, that the Transactionparties hereto shall use their reasonable efforts to have any such order or injunction vacated.

No Order. No Governmental Entity of competent jurisdiction Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) that (i) Law which is in effect and (ii) has the effect of making the Transaction transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting the consummation of the Transactionsuch transactions.

No Order. No Governmental Entity of competent jurisdiction or Regulatory Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other order Order (whether temporary, preliminary or permanent) that (i) which is in effect and (ii) which has the effect of making the Transaction transactions contemplated hereby illegal or otherwise prohibiting the consummation of the Transactiontransactions contemplated hereby.

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

No Order. No Governmental Entity of competent jurisdiction Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction Law or other order (whether temporary, preliminary or permanent) that (i) Governmental Order which is then in effect and (ii) has the effect of making the Transaction transactions contemplated by this Agreement illegal or otherwise prohibiting consummation of the Transaction.its consummation; and

No Order. No 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 temporary, preliminary or permanent) that (i) which is in effect and (ii) which has the effect of making the Transaction illegal or otherwise prohibiting consummation of the Transaction.

No Order. No Governmental Entity of competent jurisdiction Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other order Governmental Order (whether temporary, preliminary or permanent) that (i) which is in effect and (ii) has the effect of making the Transaction transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting consummation of such transactions; or which would otherwise materially adversely affect or interfere with the Transactionoperation of the Business following Closing.

No Order. No Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered enacted any statute, rule, regulation, executive order, decree, injunction or other order Legal Requirement (whether temporary, preliminary or permanent) that (i) which is in effect and (ii) which has the effect of making the Transaction Acquisition or the other transactions contemplated by this Agreement or any of the Ancillary Agreements illegal or otherwise prohibiting prohibit the consummation of any of the Transactionforegoing.

No Order. No Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction injunction, order or other order legal restraint or prohibition (whether temporary, preliminary or permanent) that (i) which is in effect and (ii) which has the effect of making the Transaction Acquisition, any of the Related Agreements or any of the transactions contemplated hereby or thereby illegal or otherwise prohibiting or preventing the consummation of the TransactionAcquisition, any of the Related Agreements or any of the transactions contemplated hereby or thereby.

No Order. No Governmental Entity of competent jurisdiction Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction Law or other order Governmental Order (whether temporary, preliminary or permanent) that (i) is in effect and (ii) has the effect of making the Transaction transactions contemplated by this Agreement or the Ancillary Agreements illegal or that otherwise prohibiting restrains or otherwise prohibits the consummation of the Transactionsuch transactions.

No Order. No Governmental Entity of competent jurisdiction Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction Law or other order Governmental Order (whether temporary, preliminary or permanent) that (i) is in effect and (ii) has the effect of making the Transaction transactions contemplated by this Agreement (or any other related documents to be executed by the parties hereto as part of the transactions contemplated by this Agreement) illegal or subject to obtaining any Authorisation or otherwise restraining or prohibiting the consummation of the Transaction.such transactions; and

No Order. No Court or Governmental Entity of competent jurisdiction Authority shall have enacted, issued, promulgated, enforced or entered any statuteLaw, rule, regulation, executive order, decree, injunction Regulation or other order Order (whether temporary, preliminary or permanent) that (i) is in effect and (ii) has the effect of making the Transaction transactions contemplated hereby illegal or otherwise prohibiting consummation of the Transactiontransactions contemplated hereby.

No Order. No Governmental Entity of competent jurisdiction Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) that which (i) is in effect effect, and (ii) has the effect of making the Transaction Transactions illegal or otherwise prohibiting consummation of the TransactionTransactions.

No Order. No Governmental Entity of competent jurisdiction Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction Law or other order Governmental Order (whether temporary, preliminary or permanent) that (i) is in effect and (ii) has the effect of making the Transaction Transactions contemplated illegal or otherwise restraining or prohibiting the consummation of the Transaction.such Transactions; and

No Order. No 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 temporary, preliminary or permanent) that which (i) is in effect effect, and (ii) has the effect of making the Transaction transactions contemplated hereby illegal or otherwise prohibiting or preventing the consummation of the Transactiontransactions contemplated hereby.

No Order. No Governmental Entity of competent jurisdiction Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) that (i) which is in effect and (ii) has the effect of making the Transaction transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting consummation of such transactions or which would have a Material Adverse Effect on Seller or any of its Affiliates; PROVIDED, HOWEVER, that the Transaction.parties hereto shall use their reasonable best efforts to have any such order or injunction vacated;

No Order. No Governmental Entity of competent jurisdiction Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) that (i) which is in effect and (ii) has the effect of making the Transaction such transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting consummation of the Transaction.such transactions; 37 44

No Order. No 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 temporary, preliminary or permanent) that (i) which is in effect and (ii) which has the effect of making the Transaction transaction contemplated hereby or in the Ancillary Agreements illegal or otherwise prohibiting taken any action to prohibit consummation of the Transactionsuch transactions.

No Order. No Governmental Entity of competent jurisdiction Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) that (i) which is in effect and (ii) which has the effect of making any of the Transaction transactions contemplated by this Agreement illegal or otherwise prohibiting consummation of any of the Transaction.transactions contemplated by this Agreement; and

No Order. No Governmental Entity of competent jurisdiction Regulatory Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) that (i) Governmental Order which is in effect and (ii) has the effect of making the Transaction transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting consummation of the Transaction.such transactions;

No Order. No 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 temporary, preliminary or permanent) that (i) which is in effect and (ii) has the effect of making the Transaction transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting consummation of such 45 transactions; provided, however, that the Transactionparties hereto shall use their reasonable efforts to have any such order or injunction vacated.

No Order. No Governmental Entity of competent jurisdiction shall Authority will have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) that (i) which is in effect and (ii) which has the effect of making the Transaction transactions contemplated hereby illegal or otherwise prohibiting consummation of the Transactiontransactions contemplated hereby.

No Order. No Governmental Entity of competent jurisdiction Authority shall have enacted, issued, promulgated, enforced or entered any statutedecision, rule, regulation, executive orderinjunction, decree, injunction ruling, Law or other order Order (whether temporary, preliminary or permanent) that (i) is in effect and (ii) has the effect of making the Transaction illegal enjoins or otherwise prohibiting prohibits or makes illegal the consummation of the Transactiontransactions contemplated by this Agreement.

No Order. No Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction regulation or other order Order (whether temporary, preliminary or permanent) that which (i) is in effect and (ii) has the effect of making the Transaction transactions contemplated hereby illegal or otherwise prohibiting consummation of the Transactiontransactions contemplated hereby.

No Order. No Governmental Entity of competent jurisdiction Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction law or other order Order (whether temporary, preliminary or permanent) that (i) is in effect and (ii) has the effect of making the Transaction transactions contemplated by this Agreement or the Ancillary Agreements illegal or otherwise restraining or prohibiting the consummation of the Transactionsuch transactions.

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

No Order. No Governmental Entity of competent jurisdiction Body 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 that (i) is in effect and (ii) has the effect of making the Transaction transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting the consummation of the Transactionsuch transactions.

No Order. No 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 temporary, preliminary or permanent) that (i) which is in effect and (ii) which has the effect of making the Transaction transactions contemplated hereby illegal or otherwise prohibiting consummation of the TransactionAcquisition.

No Order. No Governmental Entity of competent jurisdiction Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) that (i) which is in effect and (ii) has the effect of making the Transaction transactions contemplated by this Agreement illegal or otherwise prohibiting consummation of the Transaction.restraining or prohibiting

No Order. No Governmental Entity of competent jurisdiction Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) Governmental Order that (i) is in effect and (ii) has the effect of making the Transaction transactions -49- contemplated by this Agreement illegal or otherwise restraining or prohibiting consummation of the Transactionsuch transactions.

No Order. No Governmental Entity of competent jurisdiction Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction Law or other order Governmental Order (whether temporary, preliminary or permanent) that (i) is in effect and (ii) has the effect of making the Transaction transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting the consummation of the Transaction.such transactions or

No Order. No Governmental Entity of competent jurisdiction governmental entity shall have enacted, issued, promulgated, enforced or entered enacted any statute, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) that (i) which is in effect and (ii) which has the effect of making the Transaction Acquisition or the other transactions contemplated by this Agreement illegal or otherwise prohibiting prohibit the consummation of any of the Transactionforegoing.

No Order. No 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 temporary, preliminary or permanent) that (i) which is in effect and (ii) which has the effect of making the Transaction transactions contemplated hereby illegal or otherwise prohibiting the consummation of the Transactiontransactions contemplated hereby.

No Order. No Governmental Entity of competent jurisdiction Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction Law or other order Governmental Order (whether temporary, preliminary or permanent) that (i) is in effect and (ii) has the effect of making the Transaction transactions contemplated by this Agreement illegal or otherwise prohibiting the consummation of the Transactionsuch transactions contemplated by this Agreement.

No Order. No Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction injunction, judgment or other order (whether temporary, preliminary or permanent) that (ieach, an “Order”) which is in effect and (ii) which has the effect of making the Transaction Sale illegal or otherwise prohibiting the consummation of the TransactionSale.

No Order. No Governmental Entity of competent jurisdiction Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction Law or other order Governmental Order (whether temporary, preliminary or permanent) that (i) is in effect and (ii) has the effect of making the Transaction transactions contemplated by this Agreement or the Ancillary Agreements illegal or otherwise prohibiting the consummation of the Transaction.such transactions; and

No Order. No Governmental Entity of competent jurisdiction shall will have enacted, issued, promulgated, enforced enforced, or entered any statute, rule, regulation, executive order, decree, injunction injunction, or other order (whether temporary, preliminary preliminary, or permanent) that (ia) is in effect effect, and (iib) has the effect of making the Transaction illegal or otherwise prohibiting consummation of the Transaction.

No Order. No Governmental Entity of competent jurisdiction Body shall have enacted, issued, promulgated, enforced or entered any statuteRequirement of Law or Order, rulewhich is then in effect, regulation, executive order, decree, injunction preventing or other order (whether temporary, preliminary or permanent) that (i) is in effect and (ii) has the effect of making the Transaction illegal or otherwise prohibiting consummation of the Transactiontransactions contemplated by this Agreement or any Ancillary Agreement or performance thereof (nor shall any proceeding by any Governmental Body seeking any such Order be pending).

No Order. No 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 temporary, preliminary or permanent) that (i) which is in effect and (ii) which has the effect of making the Transaction sale of Shares illegal or otherwise prohibiting consummation of the Transactiontransactions contemplated under this Agreement.

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

No Order. No Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other order Order (whether temporary, preliminary or permanent) that (i) which is in effect effect, nor shall any Governmental Entity have sought any of the foregoing, and (ii) which has or may have the effect of making the Transaction transactions contemplated by this Agreement illegal or otherwise restraining, prohibiting or preventing the consummation of the Transactiontransactions contemplated by this Agreement.

No Order. No Governmental Entity of competent jurisdiction United States or state governmental authority or other agency or commission shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) that (i) which is in effect and (ii) has the effect of making the Transaction transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting consummation of such transactions or which would have a Material Adverse Effect; provided, however, that the Transaction.parties hereto shall use their commercially reasonable efforts to have any such order or injunction vacated;

No Order. No Governmental Entity of competent jurisdiction Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction Law or other order Governmental Order (whether temporary, preliminary or permanent) that (i) is in effect and (ii) has the effect of making the Transaction transactions contemplated by this Agreement or the Bxxx of Sale, Assignment and Assumption Agreement illegal or otherwise restraining or prohibiting the consummation of the Transaction.such transactions; and

No Order. No Governmental Entity of competent jurisdiction Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction Law or other order Governmental Order (whether temporary, preliminary or permanent) that (i) which is in effect and (ii) has the effect of making the Transaction transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting consummation of the Transactionsuch transactions.

No Order. No Governmental Entity of competent jurisdiction Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) that (i) which is in effect and (ii) has the effect of making the Transaction transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting the consummation of the Transactionsuch transactions.

No Order. No Governmental Entity of competent jurisdiction governmental authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction law or other governmental order (whether temporary, preliminary or permanent) that (i) is in effect and (ii) has the effect of making the Transaction transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting the consummation of the Transaction.such transactions;

No Order. No Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered (or have pending) any statute, rule, regulation, executive order, decree, injunction or other order Legal Requirement (whether temporary, preliminary or permanent) that (i) which is in effect and (ii) which has the effect of making the Transaction Transactions illegal or otherwise prohibiting consummation of the TransactionTransactions, substantially on the terms contemplated by this Agreement.

No Order. No Governmental Entity Entity, including any court or tribunal of competent jurisdiction 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) that (i) which is in effect and (ii) which has the effect of making the Transaction transactions contemplated hereby illegal or otherwise prohibiting consummation prohibits the performance by Buyer, Seller, the Company or any Company Subsidiary of the Transactiontheir respective obligations under this Agreement.

No Order. No Governmental Entity of competent jurisdiction or Regulatory Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) that (i) which is in effect and (ii) which has the effect of making the Transaction transactions contemplated hereby illegal or otherwise prohibiting the consummation of the Transactiontransactions contemplated hereby.

No Order. No 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 temporary, preliminary or permanent) that (i) which is in effect and (ii) which has the effect of making the Transaction Transactions illegal or otherwise prohibiting consummation of the Transaction.Transactions, substantially on the terms contemplated by this Agreement. 55

No Order. No Order of a 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 temporary, preliminary or permanent) that (i) is be in effect and (ii) has the effect of making the Transaction illegal no Law shall have been enacted or adopted that restrains, enjoins or otherwise prohibiting prohibits the consummation of the Transaction.transactions contemplated by this Agreement;

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

No Order. No Governmental Entity of competent jurisdiction Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction Law or other order Governmental Order (whether temporary, preliminary or permanent) that (i) is in effect and (ii) has the effect of making the transactions contemplated by this Agreement or any Transaction Document illegal or otherwise restraining or prohibiting the consummation of the Transaction.such transactions;

No Order. No Governmental Entity Authority or court of competent --------- jurisdiction shall have enacted, issued, promulgated, enforced or entered into any statute, rule, regulation, executive order, decreerule regulations, injunction or other order (whether temporary, preliminary or permanent) that (i) which is in effect and (ii) has the effect of making the transactions contemplated by this Agreement or the Transaction Documents illegal or otherwise prohibiting consummation of such transactions; provided, however, that the Transactionparties hereto shall use their -------- ------- reasonable best efforts to have any such order or injunction vacated.

No Order. No 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 temporary, preliminary or permanent) that (i) which is in effect and (ii) which has the effect of making the Transaction Purchase illegal or otherwise prohibiting consummation of the TransactionPurchase, substantially on the terms contemplated by this Agreement.

No Order. No Governmental Entity of competent jurisdiction Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction Law or other order Governmental Order (whether temporary, preliminary or permanent) that (i) is in effect and (ii) has the effect of making the Transaction transactions contemplated by this Agreement or the Escrow Agreement illegal or otherwise restraining or prohibiting the consummation of the Transaction.such transactions;

No Order. No Governmental Entity of competent jurisdiction Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction Law or other order Governmental Order (whether temporary, preliminary or permanent) that (i) is in effect and (ii) has the effect of making the Transaction transactions contemplated by this Agreement or the Ancillary Agreements illegal or otherwise restraining or prohibiting the consummation of such transactions; provided, however, that prior to asserting non-satisfaction of this Section 8.02(c), the TransactionPurchaser must have complied with its obligations under Section 5.04.

No Order. No Governmental Entity of competent jurisdiction Authority shall have enacted, issued, promulgated, enforced or entered any statutelaw, ruleinjunction, regulation, executive order, decree, injunction decree or other order ruling (whether temporary, preliminary or permanent) that (i) which is then in effect and (ii) has the effect of making consummation of the Transaction transactions contemplated by this Agreement illegal or otherwise prohibiting consummation of the Transactiontransactions contemplated by this Agreement.

No Order. No Governmental Entity of competent jurisdiction Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) that (i) which is in effect and (ii) has the effect of making the Transaction transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting consummation of such transactions; provided, however, that the Transaction.foregoing condition shall not limit or otherwise modify any of the Purchaser's obligations in Section 5.05 hereof;

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

No Order. No Governmental Entity of competent jurisdiction Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction Legal Requirement or other order Governmental Order (whether temporary, preliminary or permanent) that (i) is in effect and (ii) has the effect of making the Transaction Transactions illegal or otherwise restraining or prohibiting the consummation of the Transaction.Transactions; and

No Order. No Governmental Entity of competent jurisdiction Authority shall have enacted, issued, promulgated, enforced or entered any statuteLaw, rule, regulation, executive order, decree, injunction or other order including any Governmental Order (whether temporary, preliminary or permanent) that (i) ), which is in effect and (ii) has the effect of making of the Transaction transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting consummation of the Transaction.such transactions;

No Order. No Governmental Entity of competent jurisdiction Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction Law or other order Governmental Order (whether temporary, preliminary or permanent) that (i) is in effect and (ii) has the effect of making the Transaction transactions contemplated by this Agreement illegal or otherwise prohibiting the consummation of the Transaction.such transactions;

No Order. No Governmental Entity of competent jurisdiction Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction Law or other order Governmental Order (whether temporary, preliminary or permanent) that (i) is in effect and (ii) has the effect of making the Transaction transactions contemplated by this Agreement or the Ancillary Agreements illegal or otherwise prohibiting the consummation of the Transaction.such transactions;

No Order. No Governmental Entity of competent jurisdiction Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other order Order (whether temporary, preliminary or permanent) that (i) is in effect and (ii) has the effect of making the Transaction transactions contemplated by this Agreement or the Related Documents illegal or otherwise significantly restraining or prohibiting the consummation of the Transactionsuch transactions.

No Order. No Governmental Entity of competent jurisdiction Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction Law or other order Governmental Order (whether temporary, preliminary or permanent) that (i) is in effect and (ii) has the effect of making the Transaction transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting the consummation of the Transactionsuch transaction.

No Order. No Governmental Entity of competent jurisdiction Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction Law or other order Governmental Order (whether temporary, preliminary or permanent) that (i) is in effect and (ii) has the effect of making the Transaction Transactions illegal or otherwise restraining or prohibiting the consummation of the TransactionTransactions.

No Order. No Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction regulation or other order (whether temporary, preliminary or permanent) that (i) which is in effect and (ii) has the effect of making the Transaction illegal which materially restricts, prevents or otherwise prohibiting prohibits consummation of the Transactiontransactions contemplated by this Agreement; provided, however, that the parties shall use their commercially reasonable efforts to cause any such decree, judgment, injunction or other order to be vacated or lifted.

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

No Order. No Governmental Entity of competent jurisdiction Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) that (i) which is in effect and (ii) has the effect of making the Transaction transaction contemplated by this Agreement illegal or otherwise restraining or prohibiting consummation of the Transaction.such transactions. (e)

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

No Order. No Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction binding Governmental Order or other order (whether temporary, preliminary or permanent) that Law which (i) is in effect and (ii) has the effect of making the Transaction transactions contemplated hereby illegal or otherwise prohibiting consummation of the Transactiontransactions contemplated hereby.

No Order. No Governmental Entity of competent jurisdiction Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) that (i) which is in effect and (ii) has the effect of making the Transaction transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting consummation of such transactions; PROVIDED, HOWEVER, that the Transactionparties hereto shall use their reasonable efforts to have any such order or injunction vacated.

No Order. No Governmental Entity of competent jurisdiction Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) that (i) Order which is in effect and (ii) has the effect of making the Transaction transactions contemplated in this Agreement illegal or otherwise restraining or prohibiting consummation of such transactions. No suit, claim or proceeding or investigation before any court, arbitrator or Governmental Authority shall have been commenced against Purchaser or any of its Affiliates to prevent the Transactionsale of the Purchased Assets or asserting that the purchase of the Purchased Assets would be illegal.

No Order. No 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 temporary, preliminary or permanent) that (i) which is in effect and (ii) has the effect of making the Transaction transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting the consummation of the Transactionsuch transactions.

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