NO GOVERNMENTAL OR OTHER PROCEEDING; ILLEGALITY Sample Clauses

NO GOVERNMENTAL OR OTHER PROCEEDING; ILLEGALITY. No Order of any Governmental Authority shall be in effect that restrains or prohibits the Merger; and no written advice shall have been received by Parent, Merger Sub, the Company or any Company Subsidiary or by any of their respective counsel from any Governmental Authority, and remain in effect, stating that an action or Proceeding will, if the Merger is consummated or sought to be consummated, be filed seeking to invalidate or restrain the Merger. No Law or Order shall be enacted, entered, enforced or deemed applicable to the Merger or the other transactions contemplated hereby which makes the consummation of the Merger or the other transactions contemplated hereby illegal.
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NO GOVERNMENTAL OR OTHER PROCEEDING; ILLEGALITY. No Order of any Governmental Authority shall be in effect that restrains or prohibits any transaction contemplated hereby or that would limit or affect Parent's ownership or operation of the business or assets of the Company; no suit, action, investigation, inquiry or Proceeding by any Governmental Authority shall be pending or threatened against Parent or the Company or any director or officer of either, as such, that challenges the validity or legality, or that restrains or seeks to restrain the consummation, of the transactions contemplated hereby, or that limits or otherwise affects or seeks to limit or otherwise affect Parent's right to own or operate the business or assets of the Company or that compels or seeks to compel Parent or any of its Subsidiaries to divest, abandon, license, dispose of, hold separate or take similar action with respect to any portion of the business, assets or properties (tangible or intangible) of Parent or any of its Subsidiaries or the Company; and no written advice shall have been received by Parent or the Company or by any of their respective counsel from any Governmental Authority, and remain in effect, stating that an action or Proceeding will, if the transactions contemplated hereby are consummated or sought to be consummated, be filed seeking to invalidate or restrain any such transaction or limit or otherwise affect Parent's ownership or operation of the business or assets of the Company. No Law or Order shall be enacted, entered, enforced or deemed applicable to the transactions contemplated hereby that makes the consummation of any such transaction illegal.
Sample 1See All (4)
NO GOVERNMENTAL OR OTHER PROCEEDING; ILLEGALITY. (a) No Action shall be pending or threatened which seeks to enjoin, restrain or prohibit the consummation of the transactions contemplated by this Agreement (including, without limitation, the execution, delivery and performance of any Ancillary Agreement by the parties thereto) which either Parent or Seller reasonably believes presents a material risk that it or its Affiliates would suffer substantial monetary damage (whether or not indemnified under this Agreement).
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NO GOVERNMENTAL OR OTHER PROCEEDING; ILLEGALITY. (a) No Action shall be pending or threatened which seeks to enjoin, restrain or prohibit the consummation of the transactions contemplated by this Agreement (including, without limitation, the execution, delivery and performance of any Ancillary Agreement by the parties thereto) or to impose limitations on the ability of Buyer to exercise full rights of ownership of the Stock or to require the divestiture by Buyer of the Stock or by the Company, Buyer, Holdings or any of their Affiliates of any assets or businesses, which either Holdings or Buyer reasonably believes presents a material risk that it or its Affiliates (including the Company and the Subsidiaries after the Closing Date) would not realize substantially all of the benefits of the transactions contemplated by this Agreement or would suffer substantial monetary damages (whether or not indemnified under this Agreement).
Sample 1
NO GOVERNMENTAL OR OTHER PROCEEDING; ILLEGALITY. No Order of any Governmental Authority shall be in effect that restrains or prohibits any transaction contemplated hereby; and no written advice shall have been received by Buyer, Company or by any of their respective counsel from any Governmental Authority, and remain in effect, stating that an action or Proceeding will, if the transactions contemplated hereby are consummated or sought to be consummated, be filed seeking to invalidate or restrain any such transaction. No Law or Order shall be enacted, entered, enforced or deemed applicable to the transactions contemplated hereby that makes the consummation of any such transaction illegal.
Sample 1
NO GOVERNMENTAL OR OTHER PROCEEDING; ILLEGALITY. No Order of any Governmental Authority shall be in effect that restrains or prohibits any transaction contemplated hereby; and no written advice shall have been received by the Parent, the Merger Sub or the Company or by any of their respective counsel from any Governmental Authority, and remain in effect, stating that a Proceeding will, if the Merger is consummated or sought to be consummated, be filed seeking to invalidate or restrain the Merger. No Law shall be enacted, entered, enforced or deemed applicable to the Merger or the other transactions contemplated hereby which makes the consummation of the Merger or the other transactions contemplated hereby illegal. 7.8 APPROVALS AND CONSENTS All material waivers, approvals, authorizations or Orders required to be obtained from Governmental Authorities, and all filings required to be made by the Parent and/or the Merger Sub for the authorization, execution and delivery of this Agreement, the consummation of the transactions contemplated hereby shall have been obtained and made. The applicable waiting period under the HSR Act shall have been terminated or shall have expired without a request for further information under the HSR Act, or in the event of such a request for further information, the waiting period following delivery of such information shall have expired without the objection of either the Federal Trade Commission or the U.S. Department of Justice.
Sample 1
NO GOVERNMENTAL OR OTHER PROCEEDING; ILLEGALITY. No Order of any Governmental Authority shall be in effect that restrains or prohibits any transaction contemplated hereby; no Proceeding by any Governmental Authority shall be pending or threatened against Brooxx xx the Company or the Company Subsidiary or any director or officer of any thereof, as such, that challenges the validity or legality, or that restrains or seeks to restrain the consummation, of the transactions contemplated hereby; and no written advice shall have been received by Brooxx, xxe Company or the Company Subsidiary or by any of their respective counsel from any Governmental Authority, and remain in effect, stating that an action or Proceeding will, if the Merger is consummated or sought to be consummated, be filed seeking to invalidate or restrain the Merger. No Law or Order shall be enacted, entered, enforced or deemed applicable to the Merger or the other transactions contemplated hereby which makes the consummation of the Merger or the other transactions contemplated hereby illegal.
Sample 1
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NO GOVERNMENTAL OR OTHER PROCEEDING; ILLEGALITY. No Order of any Governmental Authority shall be in effect that restrains or prohibits any transaction contemplated hereby or that would limit or affect QuatRx's ownership or operation of the business or assets of Hormos. No Proceeding by any Governmental Authority shall be pending or threatened against QuatRx or Hormos or any director or officer of any thereof or any Hormos Securityholder, that challenges the validity or legality, or that restrains or seeks to restrain the consummation, of the transactions contemplated hereby, or that limits or otherwise affects or seeks to limit or otherwise affect QuatRx's right to own or operate the business or assets of Hormos, or that compels or seeks to compel QuatRx or any of its Subsidiaries to divest, abandon, license, dispose of, hold separate or take similar action with respect to any portion of the business, assets or properties (tangible or intangible) of QuatRx or any of its Subsidiaries or Hormos. No Law or Order shall be enacted, entered, enforced or deemed applicable to the Exchange or any of the other transactions contemplated hereby which makes the consummation of the Exchange or any of the other transactions contemplated hereby illegal.
Sample 1

Related to NO GOVERNMENTAL OR OTHER PROCEEDING; ILLEGALITY

  • Litigation or Other Proceedings (a) promptly upon any officer of Company obtaining knowledge of (X) the institution of, or non-frivolous threat of, any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting Company or any of its Subsidiaries or any property of Company or any of its Subsidiaries (collectively, "PROCEEDINGS") not previously disclosed in writing by Company to Lenders or (Y) any material development in any Proceeding that, in any case:

  • Suits or Other Proceedings 78 9.14 Notice of Environmental Complaint or Condition .....................................................78 9.15

  • No Governmental Proceeding or Litigation No suit, action, investigation, inquiry or other proceeding by any governmental body or other person or legal or administrative proceeding shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby.

  • No Governmental Action There shall not have been any action taken, or any law, rule, regulation, order, or decree proposed, promulgated, enacted, entered, enforced, or deemed applicable to the transactions contemplated by this Agreement by any federal, state, local, or other governmental authority or by any court or other tribunal, including the entry of a preliminary or permanent injunction, which, in the reasonable judgment of the Company:

  • Pending Litigation or Other Proceedings There is no pending or, to the best of the Backup Servicer’s Knowledge, threatened action, suit, proceeding or investigation before any court, administrative agency, arbitrator or governmental body against or affecting the Backup Servicer which, if decided adversely, would materially and adversely affect (i) the condition (financial or otherwise), business or operations of the Backup Servicer, (ii) the ability of the Backup Servicer to perform its obligations under, or the validity or enforceability of this Indenture or any other documents or transactions contemplated under this Indenture, (iii) any property or title of any Obligor to any property or (iv) the Indenture Trustee’s ability to foreclose or otherwise enforce the Liens of the Timeshare Loans.

  • No Injunctions or Restraints; Illegality No judgment, order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of any of the transactions contemplated hereby shall be in effect. No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any Governmental Authority that prohibits or makes illegal the consummation of any of the transactions contemplated hereby.

  • No Governmental Proceedings No action or proceeding has been commenced or threatened by any governmental agency to restrain or prohibit or invalidate the Transaction.

  • No Injunctions or Legal Restraints; Illegality No temporary restraining order, preliminary or permanent injunction or other judgment, order or decree issued by any court of competent jurisdiction or other legal restraint or prohibition shall be in effect, and no Law shall have been enacted, entered, promulgated, enforced or deemed applicable by any Governmental Entity that, in any such case, prohibits or makes illegal the consummation of the Merger.

  • No Governmental Actions No action or proceeding before any governmental authority shall have been instituted or threatened to restrain or prohibit the transactions contemplated by this Agreement, and the parties hereto shall have delivered to each other certificates dated as of the Closing Date and executed by such parties, staling that to their Best Knowledge, no such items exist. No governmental authority shall have taken any other action as a result of which the management of any of the parties, in its sole discretion, reasonably deems it inadvisable to proceed with the transactions contemplated by this Agreement.

  • No Illegality No change shall have occurred after the execution and delivery of this Agreement in applicable law or regulations thereunder or interpretations thereof by regulatory authorities that, in the opinion of the Lessee or its counsel, would make it illegal for the Lessee to enter into any transaction contemplated by the Operative Agreements.

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