Common use of Laws and Orders Clause in Contracts

Laws and Orders. No Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits the consummation of the Merger, or that would materially frustrate the express intent and purposes of this Agreement (collectively, "Order") and no Governmental Entity of competent jurisdiction has instituted a proceeding that would, individually or in the aggregate, have a Material Adverse Effect on Parent, the Company and their respective Subsidiaries, taken as a whole after giving effect to the Merger.