Common use of Legal Actions or Proceedings Clause in Contracts

Legal Actions or Proceedings. No legal action or proceeding shall have been instituted after the date hereof against the Company or against the Parent or Merger Sub arising by reason of the acquisition of the Company pursuant to this Agreement, which is reasonably likely (i) to restrain, prohibit or invalidate the consummation of the transactions contemplated by this Agreement, (ii) to have a Company Material Adverse Effect or (iii) to have a Parent Material Adverse Effect after giving effect to the consummation of the transactions contemplated by this Agreement, and the Parent and the Merger Sub shall each have delivered to the Shareholders and the Company a certificate to the effect none of the foregoing shall have occurred with respect to it.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Group Maintenance America Corp)

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Legal Actions or Proceedings. No legal action or proceeding shall have been instituted after the date hereof against the Company or against the Parent or Merger Sub arising by reason of the acquisition of the Company pursuant to this Agreement, which is reasonably likely (i) to restrain, prohibit or invalidate the consummation of the transactions contemplated by this Agreement, (ii) to have a Company Material Adverse Effect or (iii) to have a Parent Material Adverse Effect after giving effect to the consummation of the transactions contemplated by this Agreement, and the Parent Shareholders and the Merger Sub Company shall each have delivered to the Shareholders Parent and the Company Merger Sub a certificate to the effect none of the foregoing shall have occurred with respect to it.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Group Maintenance America Corp)

Legal Actions or Proceedings. No legal action or proceeding shall have been instituted after the date hereof against the Company or Commercial Air or against the Parent or Merger Sub arising by reason of the acquisition of the Company pursuant to this Agreement, which is reasonably likely (i) to restrain, prohibit or invalidate the consummation of the transactions contemplated by this Agreement, (ii) to have a Company Material Adverse Effect or (iii) to have a Parent Material Adverse Effect after giving effect to the consummation of the transactions contemplated by this Agreement, and the Parent and the Merger Sub shall each have delivered to the Shareholders Company and the Company Shareholders a certificate to the effect none of the foregoing shall have occurred with respect to it.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Group Maintenance America Corp)

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Legal Actions or Proceedings. No legal action or proceeding shall have been instituted after the date hereof against Shareholder or the Company Company, or against the Parent or Merger Sub arising by reason of the acquisition of the Company pursuant to this Agreement, which is reasonably likely (i1) to restrain, prohibit or invalidate the consummation of the transactions contemplated by this Agreement, (ii2) to have a material adverse effect on the Company Material Adverse Effect or (iii3) to have a material adverse effect on the results of operations or financial condition of Parent Material Adverse Effect and its subsidiaries, taken as a whole, after giving effect to the consummation of the transactions contemplated by this Agreement, ; and Shareholder and the Parent and the Merger Sub Company shall each have delivered to the Shareholders and the Company Parent a certificate to the effect none of the foregoing shall have occurred with respect to itthat effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Transcoastal Marine Services Inc)

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