Legality; Governmental Authorization; Litigation. The acquisition of the Securities and the consummation of the other transactions contemplated hereby shall not be prohibited by any Legal Requirement, and all necessary filings, if any, pursuant to the HSR Act shall have been made and all applicable waiting periods thereunder (and any extensions thereof) shall have expired or been terminated. No Action shall have been instituted at or prior to the Closing by any Person or Governmental Authority, other than a party hereto or any Affiliate thereof, relating to this Agreement or any of the transactions contemplated hereby, which has a reasonable likelihood of success and the result of which would prevent or make illegal the consummation of any such transaction or could otherwise reasonably be expected to have a material adverse effect on the ability of the Buyer to consummate the transactions contemplated hereby.
Legality; Governmental Authorization; Litigation. The consummation of the transactions contemplated hereby shall not be prohibited by any Legal Requirement, and all necessary filings, if any, pursuant to any material Legal Requirement shall have been made and all applicable waiting periods thereunder shall have expired or been terminated. No Action shall have been instituted at or prior to the Closing by any Person other than a party hereto or any Affiliate thereof, or instituted by any Governmental Authority, relating to this Agreement or any of the transactions contemplated hereby, the result of which would prevent or make illegal the consummation of any such transaction or would reasonably be expected to have a material adverse effect on the ability of Buyer to consummate the transactions contemplated hereby.
Legality; Governmental Authorization; Litigation. The acquisition of the shares of Common Stock and the consummation of the other transactions contemplated hereby, shall not be prohibited by any Legal Requirement, and all necessary filings, if any, pursuant to the HSR Act shall have been made and all applicable waiting periods thereunder shall have expired or been terminated. No Action shall have been instituted at or prior to the Closing by any Person other than a party hereto or any Affiliate thereof, or instituted by any Governmental Authority, relating to this Agreement or any of the transactions contemplated hereby, which has a reasonable likelihood of success and the result of which would prevent or make illegal the consummation of any such transaction or could otherwise have a material adverse effect on the ability of the Sellers to consummate the transactions contemplated hereby. No temporary restraining order, preliminary or permanent injunction or other order issued after the date hereof by any court of competent jurisdiction or other legal or regulatory restraint or provision challenging Buyer's proposed acquisition of the Target Companies or limiting or restricting Buyer's conduct or operation of the Business of the Company following the Closing shall be in effect, nor shall any proceeding brought by an administrative agency or commission or other Governmental Authority or instrumentality, domestic or foreign, seeking any of the foregoing be pending.
Legality; Governmental Authorization; Litigation. Buyer's purchase of and payment for the APC Shares, and the consummation of the other transactions contemplated hereby, shall not be prohibited by any Legal Requirement. All Required Filings and HSR Act filings shall have been made and all requisite approvals obtained and related waiting periods expired or terminated. No Action shall have been instituted at or prior to the Closing by any Governmental Authority that seeks to delay, enjoin or otherwise make illegal the consummation of the transactions contemplated hereby; but if such Action shall have been instituted by a non-federal Governmental Authority, then there must be no reasonable likelihood that the result of such Action could be to delay, enjoin or otherwise make illegal Buyer's purchase of the APC Shares or the consummation of any other transaction contemplated hereby.
Legality; Governmental Authorization; Litigation. Seller's sale of the Acquired Assets, and Seller's and the Owners' execution of covenants not to compete, will not be prohibited by any Law and will not subject Seller to any penalty, tax, or liability to any Governmental Authority except for transfer taxes, income, ad valorem or other property taxes as contemplated herein. All necessary consents, approvals, orders and authorizations of, or registrations, declarations and filings with, any Governmental Authority with respect to any of the transactions contemplated by this Agreement will have been obtained or made and will be made in full force and effect. No action or proceeding will have been instituted or threatened in writing prior to or at the Closing Date by or before any arbitrator or Governmental Authority pertaining to the sale by Seller of the Acquired Assets, the covenants not to compete of Seller or its Owners or the enforcement of this Agreement, the result of which could prevent or render illegal the consummation of same, as determined in Seller's reasonable judgment. All waiting periods required by HSR shall have expired with respect to the transactions contemplated by this Agreement, or early termination with respect thereto shall have been obtained without regard to the imposition or implementation of any governmental request or order requiring the sale or disposition or holding separate (through a trust or otherwise) of particular assets or business of Buyer, its affiliates or any component of Seller or other actions as a pre-condition to the expiration of any waiting period or the receipt of any necessary governmental approval or consent. In addition, any approvals required under state laws comparable to HSR shall have been obtained on a like basis.
Legality; Governmental Authorization; Litigation. All necessary filings, if any, pursuant to the HSR Act shall have been made and all applicable waiting periods thereunder shall have expired or been terminated. No Action shall have been instituted at or prior to the Closing which would reasonably be expected to result in any Governmental Order (nor will there be any Governmental Order in effect) which would prevent consummation of any of the transactions contemplated hereby.
Legality; Governmental Authorization; Litigation. The acquisition of the Purchased Assets and the consummation of the other transactions contemplated hereby shall not be enjoined or prohibited by any applicable law. No action, suit or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) affect adversely the right of Buyer to own the Purchased Assets or assume the Customer Contracts and Other Agreements as contemplated herein (and no such injunction, judgment, order, decree, ruling or charge shall be in effect).
Legality; Governmental Authorization; Litigation. The Merger and the consummation of the other transactions contemplated hereby, shall not be prohibited by any Legal Requirement, and shall not subject the Company or either Buying Party to any material penalty or Tax, or other material Liability other than Liabilities created by the Buying Parties, if any and as set forth on Schedule 4.18. The Company shall have caused to have been obtained or made and be in full force and effect all other approvals, consents, approvals, waivers, authorizations and other orders of, and declarations, filings, registrations, qualifications and recordings with, any Governmental Authority necessary to be obtained or made in order to permit the Company to consummate the transactions contemplated hereby or otherwise reasonably requested by the Buying Parties. The waiting period under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act") shall have terminated or expired. No Action shall have been instituted at or prior to the Closing by any Person or instituted or threatened by any public authority, relating to this Agreement or any of the transactions contemplated hereby or against the Company or either Buying Party, the result of which could prevent or make illegal the consummation of any such transaction or could otherwise have a material adverse effect on either Buying Party or have a Company Material Adverse Effect.
Legality; Governmental Authorization; Litigation. Buyer’s purchase of and payment for the Acquired Assets, and Buyer’s purchase or any payment for Seller’s and Stockholder’s covenants not to compete will not be prohibited by any Law and will not subject it to any penalty, tax, or liability. The Required Consents and all necessary consents, approvals, orders and authorizations of, or registrations, declarations and filings with, any Governmental Authority or of any other Person with respect to any of the transactions contemplated by this Agreement will have been obtained or made and will be in full force and effect, including any such approvals required by Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976. No Action will have been instituted prior to or at the Closing Date before any arbitrator or Governmental Authority, or instituted or threatened by any arbitrator or Governmental Authority pertaining to the purchase by Buyer of the Acquired Assets, the covenants not to compete of Seller or Stockholder or the enforcement of this Agreement, the result of which could prevent or render illegal the consummation of same or which could have a material adverse effect on the business, operations, assets, prospects or condition, financial or otherwise, of Seller or the Business, or as a result of the consummation of the transactions contemplated hereby, of Buyer.
Legality; Governmental Authorization; Litigation. Buyer's purchase of and payment for the Company Shares and the HIRAC Shares, and the consummation of the other transactions contemplated hereby, shall not be prohibited by any Legal Requirement. All necessary filings, including HSR Act and state insurance department filings, if any, shall have been made and all requisite approvals obtained and waiting periods thereunder expired or terminated. No Action shall have been instituted at or prior to the Closing by any Governmental Authority that seeks to delay, enjoin or otherwise make illegal the consummation of the transactions contemplated hereby; provided that if such Action shall have been instituted by a non-federal Governmental Authority, there must be a reasonable likelihood that the result of such Action could be to delay, enjoin or otherwise make illegal Buyer's purchase of the Company Shares, the HIRAC Shares or the consummation of any other transaction contemplated hereby.
