No Governmental Proceedings or Litigation. No Action by any ----------------------------------------- governmental authority shall have been instituted or threatened which questions the validity or legality of the transactions contemplated by the Transaction Documents hereby and which could reasonably be expected to damage Seller materially if the transactions contemplated thereunder are consummated.
No Governmental Proceedings or Litigation. No Action by any governmental authority shall have been instituted or threatened for the purpose of enjoining or preventing the transactions contemplated by this Agreement, or that questions the validity or legality of the transactions contemplated hereby.
No Governmental Proceedings or Litigation. No Action by any ----------------------------------------- governmental authority shall have been instituted or threatened which questions the validity or legality of the transactions contemplated by the Transaction Documents and which could reasonably be expected to affect the right or ability of Buyer to own, operate or possess the Purchased Assets after the Closing Date or to damage Buyer if the transactions contemplated thereunder are consummated.
No Governmental Proceedings or Litigation. No Action by any Governmental Authority or other person shall have been instituted or threatened for the purpose of enjoining or preventing the transactions contemplated by this Agreement, that (a) questions the validity or legality of the transactions contemplated hereby, (b) could reasonably be expected to have a Material Adverse Effect on Unify or the NavRisk Business or the ViaMode Product, or (c) seeks to enjoin consummation of the transactions contemplated hereby or could reasonably be expected to cause any of the transactions contemplated by this Agreement to be rescinded following consummation.
No Governmental Proceedings or Litigation. There shall not be pending or threatened any action, proceeding, claim or counterclaim by any Governmental Entity or by any third party which seeks to or would (i) prohibit or restrict the consummation of the Merger, (ii) require the disposition of or the holding separate of any of the stock or assets of the Company or its subsidiaries or impose material limitations on the ability of VTEL to CORPDAL:59869.4 22768-00022 53 control in any material respect the business, assets or operations of either VTEL or the Company, or (iii) have a material adverse effect on VTEL's business or materially impair the ability of the Company or Merger Sub to perform their obligations hereunder. There shall not be in effect any order, decree or injunction (whether preliminary, final or appealable) of a United States Federal or state court of competent jurisdiction, and no statute, rule or regulation shall have been enacted or promulgated by any Governmental Entity , which (i) prohibits or restricts consummation of the Merger or the transactions contemplated hereby, (ii) requires VTEL to hold separate or dispose of any of the stock or assets of the Company or its subsidiaries or imposes material limitations on the ability of VTEL to control in any material respect the business, assets or operations of either VTEL or the Company, or (iii) has a material adverse effect on the business of VTEL and its subsidiaries or on the Company and its subsidiaries or materially impairs the ability of VTEL or Merger Sub to perform their obligations hereunder.
No Governmental Proceedings or Litigation. No suit, action, investigation or other proceeding by any governmental authority or other person or any other legal or administrative proceeding shall have been instituted or threatened which would make illegal, or prevent, or question the validity or legality of, the transactions contemplated hereby or which seeks material damages in respect thereof.
No Governmental Proceedings or Litigation. No Claim by any Governmental Authority is pending or, to the knowledge of Buyer, has been threatened against Buyer which may affect the validity or enforceability of this Agreement or the Transactions or the ability of Buyer to consummate this Agreement or the Transactions.
No Governmental Proceedings or Litigation. No suit, action or ----------------------------------------- other legal or administrative proceeding by any governmental authority or any other party or entity shall have been instituted and remain unresolved which questions the validity or legality of the transactions contemplated hereby.
No Governmental Proceedings or Litigation. No injunction, restraining order or other order of any Governmental Entity shall be in effect on the Closing Date which restrains, prohibits or invalidates the transactions contemplated by this Agreement.
No Governmental Proceedings or Litigation. No Actions by any governmental authority or other Person shall have been instituted or threatened for the purpose of enjoining or preventing the transactions contemplated by this Agreement or the
