No Governmental Restraint. No order, decree or injunction of any Governmental Entity shall be in effect, and no Law shall have been enacted or adopted, that enjoins, prohibits or makes illegal the consummation of any of the transactions contemplated by this Agreement to occur at the Second Closing, and no Action with respect to the transactions contemplated by this Agreement to occur at the Second Closing shall be pending that seeks to restrain, enjoin, prohibit or delay consummation of the transactions contemplated by this Agreement to occur at the Second Closing.

No Governmental Restraint. No order, decree or injunction of any Governmental Entity shall be in effect, and no Law shall have been enacted or adopted, that enjoins, prohibits or makes illegal the consummation of any of the transactions contemplated by this Agreement, and no Action with respect to the transactions contemplated by this Agreement shall be pending that seeks to restrain, enjoin, prohibit or delay consummation of the transactions contemplated by this Agreement.

No Orders or Injunctions. No order, judgment, injunction or decree issued by a governmental authority of competent jurisdiction prohibiting consummation of the transactions contemplated by this Agreement or the other Transaction Documents shall be in effect and no law shall have been enacted, issued, promulgated, enforced or entered into by any governmental authority that enjoins or otherwise prohibits the consummation of the transactions contemplated by the this Agreement or the other Transaction Documents.

No Orders or Injunctions. No order, judgment, injunction, or decree issued by a governmental authority of competent jurisdiction prohibiting consummation of the transactions contemplated by this Agreement or the other Transaction Documents shall be in effect and no law shall have been enacted, issued, promulgated, enforced, or entered into by any governmental authority that enjoins or otherwise prohibits the consummation of the transactions contemplated by this Agreement or the other Transaction Documents.

No Orders or Injunctions. No order, judgment, injunction or decree issued by a governmental authority of competent jurisdiction prohibiting consummation of the transactions contemplated by this Agreement or the other Transaction Documents shall be in effect and no law shall have been enacted, issued, promulgated, enforced or entered into by any governmental authority that enjoins or otherwise prohibits the consummation of the transactions contemplated by this Agreement or the other Transaction Documents.

No Injunction, etc. There shall be no Law or Order that is in effect that restrains, restricts or prohibits the consummation of any of the transactions contemplated by this Agreement and no Action before any Governmental Entity shall be pending which seeks to prevent or delay the consummation of the transactions contemplated by this Agreement or which challenges the enforceability of this Agreement.

No statute, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement at or prior to the Closing Date.

No Injunction, etc. There shall be no Law or Order that is in effect that prohibits the consummation of any of the transactions contemplated by this Agreement and no Action before any Governmental Entity shall be pending which seeks to prevent or delay the consummation of the transactions contemplated by this Agreement or which challenges the enforceability of this Agreement; and

No Governmental Authority shall have enacted, issued, promulgated, enforced, or entered any Governmental Order that is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions, or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.

No Injunction. No court or other Governmental Authority shall have issued an order, injunction, decree or judgment, and there shall be no Action threatened in writing by any Governmental Authority or pending before a court or other Governmental Authority, restraining, enjoining, materially delaying or otherwise prohibiting consummation of the Transactions. No court or other 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 applicable Law shall be pending.