Common use of Adverse Actions Clause in Contracts

Adverse Actions. (i) Take any action which would materially adversely affect its ability to consummate the Merger; (ii) take any action reasonably likely to prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368 of the Code; or (iii) knowingly take any action that is intended or is reasonably likely to result in (A) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (B) any of the conditions to the Merger set forth in Article VII not being satisfied; or (C) a material violation of any provision of this Agreement except, in each case, as may be required by applicable law.

Adverse Actions. (i1) Take any action which that would, or would materially adversely affect its ability to consummate the Merger; (ii) take any action be reasonably likely to to, prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368 368(a) of the Code; Code or for "pooling of interests" accounting treatment under generally accepted accounting principles, or (iii2) knowingly take any action that is intended or is reasonably likely to result in (Ax) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (By) any of the conditions to the Merger set forth in Article VII not being satisfied; , or (Cz) a material violation of any provision of this Agreement except, in each case, as may be required by applicable law.

Adverse Actions. (ia) Take any action which would materially adversely affect its ability to consummate the Merger; (ii) take any while knowing that such action would, or is reasonably likely to to, prevent or impede the Merger from qualifying (i) for "pooling of interests" accounting treatment or (ii) as a reorganization within the meaning of Section 368 of the Code; or (iiib) knowingly take any action that is intended or is reasonably likely to result in (Ai) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (Bii) any of the conditions to the Merger set forth in Article VII not being satisfied; satisfied or (Ciii) a material violation of any provision of this Agreement except, in each case, as may be required by applicable lawlaw or regulation.

Adverse Actions. (ia) Take any action which would materially adversely affect its ability to consummate the Merger; (ii) take any while knowing that such action would, or is reasonably likely to to, prevent or impede the Merger from qualifying (i) for "pooling of interests" accounting treatment or (ii) as a reorganization within the meaning of Section 368 368(a) of the Code; or (iiib) knowingly take any action that is intended or is reasonably likely to result in (Ai) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (Bii) any of the conditions to the Merger set forth in Article VII not being satisfied; , or (Ciii) a material violation of any provision of this Agreement except, in each case, as may be required by applicable lawlaw or regulation.

Adverse Actions. (i) Take any action which would materially adversely affect its ability to consummate the Merger; (ii) Knowingly take any action that would, or would be reasonably likely to to, prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368 368(a) of the CodeCode or for "pooling of interests" accounting treatment under GAAP; or (iiiii) knowingly take any action that is intended or is reasonably likely to result in (Ax) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (By) any of the conditions to the Merger set forth in Article VII VIII not being satisfied; , or (Cz) a material violation of any provision of this Agreement Agreement, except, in each case, as may be required by applicable law.

Adverse Actions. (i) Take any action which would materially adversely affect its ability to consummate the Merger; (ii) take any action that would, or is reasonably likely to to, prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368 of the CodeCode or for pooling of interest accounting treatment; or (iiiii) knowingly take any action that is intended or is reasonably likely to result re- ▇▇▇▇ in (A) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective TimeTime (subject to the standard set forth in Section 5.2), (B) any of the conditions to the Merger set forth in Article VII not being satisfied; satisfied or (C) a material violation of any provision of this Agreement Article IV except, in each case, as may be required by applicable lawlaw or regulation; provided, however, that nothing contained herein shall limit the ability of the Buyer to exercise its rights under the Stock Option Agreement.

Adverse Actions. (i) Take any action which would materially adversely affect its ability to consummate the Merger; (ii) take any action reasonably likely to prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368 of the Code; or (iii) knowingly take any action that is intended or is reasonably likely to result in (A) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (B) any of the conditions to the Merger set forth in Article VII not being satisfied; satisfied or (C) a material violation of any provision of this Agreement except, in each case, as may be required by applicable lawlaw or regulation.

Adverse Actions. (i) Take any action which would materially adversely affect its ability to consummate the Merger; (ii) take any action that would, or is reasonably likely to to, prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368 of the CodeCode or for pooling of interest accounting treatment; or (iiiii) knowingly take any action that is intended or is reasonably likely to result in (A) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective TimeTime (subject to the standard set forth in Section 5.2), (B) any of the conditions to the Merger set forth in Article VII not being satisfied; satisfied or (C) a material violation of any provision of set forth in this Agreement Article IV except, in each case, as may be required by applicable lawlaw or regulation.