No Adverse Action. No adverse action (disciplinary action) shall be taken against an employee based upon written materials that are not contained within the official personnel file unless otherwise required by law.
No Adverse Action. The Company and the Subsidiaries shall refrain, during the period beginning on the Execution Date and ending on the Termination Date, from taking any action or entering into any arrangement which in any way materially and adversely affects the provisions of the Certificate of Designation, this Agreement or any other Transaction Document.
No Adverse Action. No Law or Order shall have been promulgated, enacted, entered, enforced or deemed applicable to this Agreement, or the transactions contemplated hereby by any Governmental Entity that would (i) make this Agreement or any other agreement contemplated hereby, or the P&A Transaction, illegal, invalid or unenforceable, or (ii) impose material limits in the ability of any party to this Agreement to complete this Agreement or any other agreement contemplated hereby, or the P&A Transaction.
No Adverse Action. There shall not have been adopted or enacted any statute, rule or regulation prohibiting or imposing any material condition on the transactions contemplated by this Agreement, nor shall there have been instituted or pending any action or proceeding by or before any court or governmental authority or other regulatory or administrative agency or commission, domestic or foreign, by any government or governmental authority, nor shall there be any determination by any government, governmental authority, regulatory or administrative agency or commission which, in either case, seeks to restrain, enjoin or impose any material condition on the transactions contemplated by this Agreement or the Merger Agreement, or would require Issuer or Purchaser, in the reasonable opinion of Purchaser, to take any action or do anything in connection with the foregoing that may reasonably be expected to have a material adverse effect to their respective businesses or materially impair the ownership or operation of all or a material portion of the business, assets or properties presently owned by Issuer or any of its Subsidiaries or to be acquired by Purchaser pursuant to the Merger Agreement.
No Adverse Action. There are no actions, suits, claims or legal, administrative, arbitration or other proceedings or governmental investigations or examinations pending or, to each Buyer's knowledge, threatened or injunctions or orders entered, pending or, to such Buyer's knowledge, threatened against such Buyer or its business, property or assets, at Law or in equity, before or by any Governmental Authority to restrain or prohibit the consummation of the transactions contemplated hereby.
No Adverse Action. The Company and its Subsidiaries shall refrain, while any Debentures are outstanding, from taking any action or entering into any arrangement which in any way materially and adversely affects (i) the rights, privileges or benefits available to a holder of a Debenture or (ii) the rights, privileges or benefits available to a holder of a Warrant.
No Adverse Action. There shall not be pending or threatened any action before any court or other governmental authority against the Seller. The Business shall not have been materially affected by any event or circumstance after the date of this Agreement.
No Adverse Action. The Company and its subsidiaries shall refrain, ----------------- while any Series B-2 Preferred Stock is outstanding, from taking any action or entering into any arrangement which in any way adversely affects the rights, privileges or benefits available to a holder of Preferred Stock pursuant to the terms of the Series B-2 Articles of Amendment.
No Adverse Action. There shall not be pending or threatened any action before any court or other governmental authority which shall seek to prohibit or invalidate the delivery of the Assets to the Buyer, or which might adversely affect the right of the Buyer to utilize the Assets. The Assets shall not have been materially affected by any event or circumstance after the date of this Agreement.
No Adverse Action. Licensee agrees that it shall not (and shall cause the other members of its Group not to), for any reason, take or voluntarily cooperate in any Action that might dilute, tarnish, disparage, or reflect adversely on Licensor (or any other member of its Group). Without limiting the generality of the foregoing, Licensee shall (and shall cause the other members of its Group to) only use any copyrighted work licensed to Licensee’s Group hereunder in accordance with sound copyright usage principles and in compliance with the requirements of all applicable Laws.
