Common use of Legality; Governmental Authorization; Litigation Clause in Contracts

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 acquisition of the Securities Parent’s and the Merger Sub’s consummation of the other transactions contemplated hereby shall not be prohibited by any Legal Requirement, and all necessary filings, if any, filings pursuant to the HSR Act Act, and any required foreign merger control laws, if applicable, 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, 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 reasonably be expected to have a material adverse effect on the ability of the Buyer to consummate the transactions contemplated herebytransaction.

Legality; Governmental Authorization; Litigation. The acquisition of the Securities Shares and the consummation of the other transactions contemplated hereby 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 nonfrivolous 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, 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 reasonably be expected to have a material adverse effect on the ability of the Buyer to consummate the transactions contemplated herebytransaction.

Legality; Governmental Authorization; Litigation. The acquisition of the Securities Shares and Warrants and the consummation of the other transactions contemplated hereby 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 hereto, or instituted by any Affiliate thereofGovernmental 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 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 acquisition of ------------------------------------------------ the Securities Shares, Options and Warrants and the consummation of the other transactions contemplated hereby 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 hereto, or instituted by any Affiliate thereofGovernmental 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 would 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 acquisition of the Securities Shares 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 nonfrivolous 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, 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 prevent, materially adversely affect 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 herebytransaction.

Legality; Governmental Authorization; Litigation. The acquisition of the Securities Ownership Interests 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, or instituted by any Governmental Authority, in either case 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“Blocking Action”).