Common use of Adverse Proceeding Clause in Contracts

Adverse Proceeding. A Proceeding must not be pending or threatened before, and a law or order must not have been issued, adopted, enacted, entered, enforced, or held applicable to the Transactions by, any Governmental Authority or any state or federal court in the United States of America or other government that directly or indirectly does or seeks to do any of the following: (i) declare the offer or sale of the Note, the Warrants, or the Drawdown Shares to be illegal; or (ii) permanently enjoin, restrain, or otherwise prohibit the sale of the Note, the Warrants, or the Drawdown Shares pursuant to this Agreement. A waiver of any condition precedent to the closing obligations of the Company will be valid and effective if approved in writing by the President and Chief Executive Officer of the Company, and any unsatisfied condition precedent will be deemed waived (without further action) by the closing of the Transactions. The President and Chief Executive Officer of the Company may waive any condition precedent to the Company’s closing obligations without any notice to, or further approval of, the Company’s stockholders or board of directors.