No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law or Governmental Order (whether temporary, preliminary or permanent) that has the effect of making the transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting the consummation of such transactions or would # substantially delay the consummation in any material aspect of such transactions, # compel the Group to dispose of all or a material portion of the business or assets of the Group as a result of the consummation of such transactions, or # render any Party unable to consummate such transactions.

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law or Governmental Order (whether temporary, preliminary or permanent) that has the effect of making the transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting the consummation of such transactions or would # substantially delay the consummation in any material aspect of such transactions, # compel the Group to dispose of all or a material portion of the business or assets of the Group as a result of the consummation of such transactions, or # render any Party unable to consummate such transactions.

No Order. No Governmental Authority shall have enacted, issued, promulgated, decreed, enforced or entered any Law or Governmental Order (whether temporary, preliminary or permanent) thatwhich is in effect and has the effect of making any of the transactions contemplated by this Agreement illegalillegal, or otherwise restrainingenjoining, restraining, prohibiting or prohibitingstaying (or delaying beyond the Outside Date) the consummation of suchor imposing material modifications on the transactions or would # substantially delay the consummation incontemplated hereby, nor shall any material aspect of such transactions, # compel the Group to dispose of all or a material portion of the business or assets of the Group as a result of the consummation of such transactions, or # render any Party unable to consummate such transactions.Proceeding brought

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforcedenforced, or entered any Law or Governmental Order (whether temporary, preliminary or permanent) that is in effect and has the effect of making the transactions contemplated by this Agreement illegal orillegal, otherwise restraining or prohibiting the consummation of such transactions or would # substantially delay the consummation in any material aspect of such transactions, # compel the Group to dispose of all or a material portion of the business or assets of the Group as a result of the consummation of such transactions, or # rendercausing any Party unableof the transactions contemplated hereunder to consummate such transactions. be rescinded following completion thereof.

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law or Governmental Order (whether temporary, preliminary or permanent) thatwhich is in effect and has the effect of making the transactions contemplated by this Agreement illegal orillegal, otherwise restraining or prohibiting the consummation of such transactions or would # substantially delay the consummation incausing any material aspect of such transactions, # compel the Group to dispose of all or a material portion of the business or assets of the Group as a result of the consummation of such transactions, or # render any Party unabletransactions contemplated hereunder to consummate such transactions. be rescinded following completion thereof.

No Law or Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law or Governmental Order (whether temporary, preliminary or permanent) or Order that is then in effect and which has the effect of making the transactions or agreements contemplated by this Agreement illegal or which otherwise restrainingprevents or prohibiting theprohibits consummation of suchthe transactions or would # substantially delay the consummation in any material aspect of such transactions, # compel the Group to dispose of all or a material portion of the business or assets of the Group as a result of the consummation of such transactions, or # render any Party unable to consummate such transactions. contemplated by this Agreement.

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law or Governmental Order (whether temporary, preliminary or permanent) by any Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated hereby shall have been issued and be continuing in effect, and no Legal Requirement shall have been enacted, issued, entered, promulgated or enforced by any Governmental Body that has the effectprohibits or makes illegal consummation of making the transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting the consummation of such transactions or would # substantially delay the consummationand shall continue to be in any material aspect of such transactions, # compel the Group to dispose of all or a material portion of the business or assets of the Group as a result of the consummation of such transactions, or # render any Party unable to consummate such transactions. effect.

No Order. No Governmental Authoritygovernmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law or Governmental Orderlaw (whether temporary, preliminary or permanent) that hasis in effect and restrains, enjoins, prevents, prohibits, or otherwise makes illegal the effect of makingconsummation of, or materially and adversely alter, the transactions contemplated by this Agreement illegalor imposes any damages or penalties that are substantial in relation to the Company; and no action, suit, proceeding or investigation shall have been instituted by or before any governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit, or otherwise restraining or prohibitingmakes illegal the consummation of suchof, or materially and adversely alter, the transactions contemplated by this Agreement impose any damages or would # substantially delaypenalties that are substantial in relation to the consummation in any material aspect of such transactions, # compel the Group to dispose of all or a material portion of the business or assets of the Group as a result of the consummation of such transactions, or # render any Party unable to consummate such transactions.Company.

No Order.Injunction. No court or other Governmental Authority shall have enacted, issued, promulgated, enforcedissued an order, injunction, decree or enteredjudgment, and there shall be no Action threatened in writing by any LawGovernmental Authority or pending before a court or other Governmental Order (whether temporary, preliminary or permanent) that has the effect of making the transactions contemplated by this Agreement illegalAuthority, restraining, enjoining, materially delaying or otherwise restrainingprohibiting consummation of the Transactions. No court or prohibitingother Governmental Authority shall have promulgated, entered or issued, or determined to be applicable to this Agreement, any applicable Law making the consummation of the Transactions illegal, and no proceeding with respect to the application of any such transactions or would # substantially delay the consummation in any material aspect of such transactions, # compel the Group to dispose of all or a material portion of the business or assets of the Group as a result of the consummation of such transactions, or # render any Party unable to consummate such transactions.applicable Law shall be pending.

No Order. No Governmental AuthorityRestraint. No order, decree or injunction of any Governmental Entity shall be in effect, and no Law shall have enacted, issued, promulgated, enforcedbeen enacted or enteredadopted, that enjoins, prohibits or makes illegal the consummation of any Law or Governmental Order (whether temporary, preliminary or permanent) that hasof the effect of makingtransactions contemplated by this Agreement, and no Action with respect to the transactions contemplated by this Agreement illegalshall be pending that seeks to restrain, enjoin, prohibit or otherwise restraining or prohibiting thedelay consummation of suchthe transactions or would # substantially delay the consummation in any material aspect of such transactions, # compel the Group to dispose of all or a material portion of the business or assets of the Group as a result of the consummation of such transactions, or # render any Party unable to consummate such transactions. contemplated by this Agreement.