Common use of No Material Judgment or Order Clause in Contracts

No Material Judgment or Order. There shall not be on the Closing Date any Order of a court of competent jurisdiction or any ruling of any Governmental Authority or any condition imposed under any Requirement of Law which would, in the reasonable judgment of the Purchasers purchasing a majority of the Purchased Shares, (a) prohibit or restrict (i) the purchase of the Purchased Shares or (ii) the consummation of the other transactions contemplated by this Agreement, (b) subject any of the Purchasers to any material penalty or onerous condition under or pursuant to any Requirement of Law if the Purchased Shares were to be purchased hereunder or (c) restrict the operation of the business of the Company as conducted on the date hereof in a manner that would have a Material Adverse Effect.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Proxymed Inc /Ft Lauderdale/), Stock Purchase Agreement (Proxymed Inc /Ft Lauderdale/)

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No Material Judgment or Order. There shall not be on the First ----------------------------- Closing Date any Order of a court of competent jurisdiction or any ruling of any Governmental Authority or any condition imposed under any Requirement of Law which would, in the reasonable judgment of the GAP Purchasers purchasing a majority of the Purchased Sharesand Xxxxxxxx, (a) prohibit or restrict (i) the purchase of the Purchased Shares or (ii) the consummation of the other transactions contemplated by this Agreement, (b) subject any of the GAP Purchasers and Xxxxxxxx to any material penalty or onerous condition under or pursuant to any Requirement of Law if the Purchased Shares were to be purchased hereunder or (c) restrict the operation of the business of the Company or any of the Subsidiaries as conducted on the date hereof in a manner that would have a Material Adverse Effectmaterial adverse effect on the Condition of the Company.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Prime Response Group Inc/De), Stock Purchase Agreement (Prime Response Inc/De)

No Material Judgment or Order. There shall not be on the Subsequent Closing Date any Order of a court of competent jurisdiction or any ruling of any Governmental Authority or any condition imposed under any Requirement of Law which would, in the reasonable judgment of the Purchasers purchasing a majority of the Purchased SharesPurchaser, (a) prohibit or restrict (i) the purchase issuance and sale of the Subsequent Purchased Shares or (ii) the consummation of the other transactions contemplated by this Agreement, (b) subject any of the Purchasers Purchaser to any material penalty or onerous condition under or pursuant to any Requirement of Law if the Subsequent Purchased Shares were to be purchased hereunder or (c) restrict the operation of the business of the Company as conducted on the date hereof in a manner that would have a Material Adverse Effectmaterial adverse effect on the Condition of the Company.

Appears in 1 contract

Samples: Stock Purchase Agreement (Change Technology Partners Inc)

No Material Judgment or Order. There shall not be on the Closing Date any Order of a court of competent jurisdiction or any ruling of any Governmental Authority or any such condition imposed under any Requirement of Law which would, in the reasonable judgment of the Purchasers purchasing a majority of the Purchased Sharessuch Purchaser, (a) prohibit or restrict (i) the purchase of the Purchased Shares being purchased by such Purchaser or (ii) the consummation of the other transactions contemplated by this Agreement, (b) subject any of the Purchasers such Purchaser to any material penalty or onerous condition under or pursuant to any Requirement of Law if the Purchased Shares being purchased by such Purchaser were to be purchased hereunder hereunder, or (c) restrict the operation of the business of the Company as conducted on the date hereof in a manner that would have a Material Adverse Effectmaterial adverse effect on the Condition of the Company.

Appears in 1 contract

Samples: Stock Purchase Agreement (Priceline Com Inc)

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No Material Judgment or Order. There shall not be on the Closing Date any Order of a court of competent jurisdiction or any ruling of any Governmental Authority or any condition imposed under any Requirement of Law which would, in the reasonable judgment of the Purchasers purchasing a majority of the Purchased SharesGAP Purchasers, (a) prohibit or restrict (i) the purchase of the Purchased Shares or the Warrants or (ii) the consummation of the other transactions contemplated by this Agreement, (b) subject any of the Purchasers to any material penalty or onerous condition under or pursuant to any Requirement of Law if the Purchased Shares or the Warrants were to be purchased hereunder or (c) restrict the operation of the business of the Company or the Subsidiary as conducted on the date hereof in a manner that would have a Material Adverse Effectmaterial adverse effect on the Condition of the Company.

Appears in 1 contract

Samples: Stock and Warrant Purchase Agreement (Predictive Systems Inc)

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