No Order. No governmental authority or other agency or commission or federal or state court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, or other order (whether temporary, preliminary or permanent) which is in effect and which materially restricts, prevents or prohibits consummation of the Closing or any transaction contemplated by this Agreement; provided, however, that the parties shall use their reasonable best efforts to cause any such decree, judgment, injunction or other order to be vacated or lifted; and
Appears in 3 contracts
Samples: Securities Purchase Agreement (Asv Inc /Mn/), Stock Purchase Agreement (Ancor Communications Inc /Mn/), Securities Purchase Agreement (Caterpillar Inc)
No Order. No governmental authority or other agency or commission Government Entity or federal or state court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunctionjudgment, injunction or other order (whether temporary, preliminary or permanent) ), in any case which is in effect and which materially restricts, prevents or prohibits consummation of the Closing or any transaction other transactions contemplated by in this Agreement; provided, however, that the parties shall use their reasonable best efforts to cause any such decree, judgment, injunction or other order to be vacated or lifted; and, and any such action or proceeding to be dismissed.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Eglobe Inc), Contribution Agreement (Eglobe Inc), Contribution Agreement (Eastern Airlines Inc)
No Order. No governmental authority or other agency or commission Governmental Entity or federal or state court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunctionjudgment, injunction or other order (whether temporary, preliminary or permanent) ), in any case which is in effect and which materially restricts, prevents or prohibits consummation of the Closing Merger or any transaction other transactions contemplated by in this Agreement; provided, however, that the parties shall use their reasonable best efforts to cause any such decree, judgment, injunction or other order to be vacated or lifted; and.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Orion Network Systems Inc/New/), Agreement and Plan of Merger (Loral Space & Communications LTD), Agreement and Plan of Merger (Loral Space & Communications LTD)
No Order. No governmental authority or other agency or commission Government Entity or federal or state court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunctionjudgment, injunction or other order (whether temporary, preliminary or permanent) ), in any case which is in effect and which materially restricts, prevents or prohibits consummation of the Closing or any transaction transactions contemplated by in this Agreement; provided, however, that the parties shall use their reasonable best efforts to cause any such decree, judgment, injunction or other order to be vacated or lifted; and, and any such action or proceeding to be dismissed.
Appears in 3 contracts
Samples: Contribution Agreement (Eastern Airlines Inc), Stock Purchase Agreement (Eglobe Inc), Contribution Agreement (Eglobe Inc)
No Order. No governmental authority or other agency or commission Governmental Entity or federal or state court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, injunction or other order (whether temporary, preliminary or permanent) which is in effect and which materially restricts, prevents or prohibits consummation of the Closing Merger or any transaction the other transactions contemplated by this Agreement; provided, however, that the parties shall use their reasonable best efforts (subject to Section 7.06(b)) to cause any such decree, judgment, injunction or other order to be vacated or lifted; and.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hudson General Corp), Agreement and Plan of Merger (GLGR Acquisition Corp)
No Order. No governmental authority or other agency or commission Government Entity or federal or state court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunctionjudgment, injunction or other order (whether temporary, preliminary or permanent) ), in any case which is in effect and which materially restricts, prevents or prohibits consummation of the Closing or any transaction transactions contemplated by in this Merger Agreement; provided, however, that the parties shall use their reasonable best efforts to cause any such decree, judgment, injunction or other order to be vacated or lifted; and, and any such action or proceeding to be dismissed.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Eglobe Inc), Agreement and Plan of Merger (Eglobe Inc)
No Order. No governmental authority or other agency or commission Governmental Entity or federal or state court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunctionjudgment, injunction or other order (whether temporary, preliminary or permanent) (and none of the foregoing shall otherwise be in effect), in any case which is in effect and which materially restricts, prevents or prohibits consummation of the Closing Merger or any transaction other transactions contemplated by in this Agreement; provided, however, that the parties shall use their reasonable best efforts to cause any such decree, judgment, injunction or other order to be vacated or lifted; and.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Wausau Paper Mills Co), Agreement and Plan of Merger (Mosinee Paper Corp)
No Order. No governmental authority or other agency or commission Governmental Entity or federal or state court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunctionjudgment, injunction or other order (whether temporary, preliminary or permanent) ), in any case which is in effect and which materially restricts, prevents or prohibits consummation of the Closing Merger or any transaction other transactions contemplated by this Merger Agreement; provided, however, that each of the parties shall use their its reasonable best efforts to cause any such decree, judgment, injunction or other order to be vacated or lifted; andlifted as promptly as practicable.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rare Medium Group Inc), Agreement and Plan of Merger (Motient Corp)
No Order. No governmental authority or other agency or commission or entity (including a federal or state court court) of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, injunction or other order (whether temporary, preliminary or permanent) which is in effect and which materially restricts, prevents or prohibits consummation of the Closing or any transaction contemplated by this Agreement; provided, however, that the parties shall use their reasonable best efforts to cause any such decree, judgment, injunction or other order to be vacated or lifted; and. SECTION 4.02
Appears in 2 contracts
Samples: Securities Purchase and Exchange Agreement (Aurora Electronics Inc), Securities Purchase and Exchange Agreement (Cerplex Group Inc)
No Order. No governmental authority or other agency or commission Governmental Entity or federal or state court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, injunction or other order (whether temporary, preliminary or permanent) which is in effect and which materially restricts, prevents or prohibits consummation of the Closing Merger or any transaction the other transactions contemplated by this Agreement; provided, however,, that the parties shall use their reasonable best efforts (subject to Section 6.06(b)) to cause any such decree, judgment, injunction or other order to be vacated or lifted; and.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (BNMC Acquisition Co), Agreement and Plan of Merger (Buckley Evan R)
No Order. No governmental authority or other agency or commission or Governmental Authority (including a federal or state court court) of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, injunction or other order (whether temporary, preliminary or permanent) which is in effect and which having the effect of making the transactions contemplated hereby illegal or otherwise prohibiting or materially restricts, prevents or prohibits restricting consummation of the Closing or any transaction transactions contemplated by this Agreementhereby; provided, however, that the parties shall use their reasonable best efforts to cause any such decree, judgment, injunction or other order to be vacated or lifted; and.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Xcorporeal, Inc.), Asset Purchase Agreement (National Quality Care Inc)
No Order. No governmental authority or other agency or commission Governmental Entity or federal or state court of -------- competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunctionjudgment, injunction or other order (whether temporary, preliminary or permanent) ), in any case which is in effect and which materially restricts, prevents or prohibits consummation of the Closing or any transaction contemplated by this AgreementMerger; provided, however, that each of the parties shall use their its reasonable -------- ------- best efforts to cause any such decree, judgment, injunction or other order to be vacated or lifted; and.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (McLeodusa Inc), Agreement and Plan of Merger (McLeodusa Inc)
No Order. No governmental authority or other agency or commission Governmental Entity or federal or state court of -------- competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunctionjudgment, injunction or other order (whether temporary, preliminary or permanent) ), in any case which is in effect and which materially restricts, prevents or prohibits consummation of the Closing or any transaction contemplated by this AgreementMerger; provided, however, that each of the parties shall use their its reasonable best efforts to cause any such decree, judgment, injunction or other order to be vacated or lifted; and.
Appears in 1 contract
No Order. No governmental authority or other agency or commission Government Entity or federal or state court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunctionjudgment, injunction or other order (whether temporary, preliminary or permanent) ), in any case which is in effect and which materially restricts, prevents or prohibits consummation of the Closing Acquisition or any transaction other transactions contemplated by in this Agreement; provided, however, that the parties shall use their reasonable best efforts to cause any such decree, judgment, injunction or other order to be vacated or lifted; and, and any such action or proceeding to be dismissed.
Appears in 1 contract
Samples: Agreement and Plan of Acquisition (Executive Telecard LTD)
No Order. No governmental authority or other agency or commission or entity (including a federal -------- or state court of competent jurisdiction jurisdiction) shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, injunction or other order (whether temporary, preliminary or permanent) which is in effect and which materially restricts, prevents or prohibits consummation of the Closing Merger or any transaction contemplated by this AgreementAgreement or has the effect of making the Merger illegal; provided, however, that the parties Parties shall use their reasonable best efforts to cause any such decree, judgment, injunction or other order to be vacated or lifted; and.
Appears in 1 contract
No Order. No governmental authority or other agency or commission or Governmental Entity (including a federal or state court court) of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, injunction or other order (whether temporary, preliminary or permanent) which is in effect and which materially restricts, prevents or prohibits consummation of the Closing Merger or any transaction contemplated by this Agreement; providedPROVIDED, howeverHOWEVER, that the parties shall use their reasonable best efforts to cause any such decree, judgment, injunction or other order to be vacated or lifted; and.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Softkey International Inc)
No Order. No governmental authority or other agency or commission Governmental Entity or federal or state court -------- of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunctionjudgment, injunction or other order (whether temporary, preliminary or permanent) ), in any case which is in effect and which materially restricts, prevents or prohibits consummation of the Closing or any transaction contemplated by this AgreementMerger; provided, however, -------- ------- that each of the parties shall use their reasonable best efforts to cause any such decree, judgment, injunction or other order to be vacated or lifted; and.
Appears in 1 contract
Samples: Merger Agreement (McLeod Inc)
No Order. No governmental authority or other agency or commission Governmental Entity or federal or state court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law, statute, rule, ordinance, regulation, executive order, decree, injunctionjudgment, stipulation, injunction or other order (whether temporary, preliminary or permanent) (collectively, an "Order"), in any case which is in effect and which materially restricts, prevents or prohibits consummation of the Closing Merger or any transaction other transactions contemplated by in this Agreement; provided, however, that the parties shall use their reasonable best efforts to cause any such decree, judgment, injunction or other order Order to be vacated or lifted; and.
Appears in 1 contract
No Order. No governmental authority or other agency or commission Governmental Entity or federal or state court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, judgment, injunction, stop order or other order (whether temporary, preliminary or permanent) ), in any case which is in effect and which materially restricts, provides damages in the event of or prevents or prohibits consummation of the Closing or any transaction contemplated by this AgreementMerger; provided, however, that each of the parties shall use their reasonable best efforts to cause any such decree, judgment, injunction or other order to be vacated or lifted; and.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Texas Utilities Co /Tx/)
No Order. No governmental authority or other agency or commission Governmental Entity or federal or state court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunctionjudgment, injunction or other order (whether temporary, preliminary or permanent) ), in any case which is in effect and which materially restricts, prevents or prohibits consummation of the Closing Merger or any transaction other transactions contemplated by in this Agreement; provided, however, that the parties shall use their reasonable best efforts to cause any such decree, judgment, injunction or other order to be vacated or lifted; and. (c)
Appears in 1 contract
Samples: Agreement and Plan of Merger (Price Communications Corp)
No Order. No governmental authority or other agency or commission Governmental Entity or federal or state court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, injunction or other order (whether temporary, preliminary or permanent) which is in effect and which materially restricts, prevents or prohibits the consummation of the Closing Merger or any other material transaction contemplated by pursuant to this Agreement; provided, however, that the parties shall use their reasonable best efforts to cause any such decree, judgment, injunction judgment or other order to be vacated or lifted; and.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Red Lion California LTD Partnership)
No Order. No governmental authority or other agency or commission or Governmental Entity (including a federal or state court court) of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, injunction or other order (whether temporary, preliminary or permanent) (collectively, "Restraints") which is in effect and which materially restricts, prevents or prohibits consummation of the Closing Merger or any transaction contemplated by this Agreement; provided, however, that the parties shall use their reasonable best efforts to cause any such decree, judgment, injunction or other order to be vacated or lifted; and.
Appears in 1 contract
No Order. No governmental authority or other agency or commission or Governmental Entity (including a federal or state court court) of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, injunction or other order (whether temporary, preliminary or permanent) which is in effect and which materially restricts, prevents or prohibits consummation of the Closing Mandatory Share Exchange or any transaction contemplated by this Agreement; provided, however, that the parties shall use their reasonable best efforts to cause any such decree, judgment, injunction or other order to be vacated or lifted; and.
Appears in 1 contract
No Order. No governmental authority Governmental Entity or other agency or commission or federal Federal or state court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunctionjudgment, injunction or other order (whether temporary, preliminary or permanent) ), in any case which is in effect and which materially restricts, prevents or prohibits consummation of the Closing Merger or any transaction other transactions contemplated by in this Agreement; providedPROVIDED, howeverHOWEVER, that the parties shall use their reasonable best efforts to cause any such decree, judgment, injunction or other order to be vacated or lifted; and.
Appears in 1 contract
No Order. No governmental authority or other agency or commission or Governmental Entity (including a federal or state court provincial court) of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, injunction or other order (whether temporary, preliminary or permanent) which is in effect and which materially restricts, prevents or prohibits consummation of the Closing or any transaction transactions contemplated by this Agreementhereby; provided, however, that the parties shall use their reasonable best efforts to cause any such decree, judgment, injunction or other order to be vacated or lifted; and.
Appears in 1 contract
No Order. No governmental authority or other agency or commission Government Entity or federal or state court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunctionjudgment, injunction or other order (whether temporary, preliminary or permanent) ), in any case which is in effect and which materially restricts, prevents or prohibits consummation of the Closing Merger or any transaction other transactions contemplated by in this Agreement; provided, however, that the parties shall use their reasonable best efforts to cause any such decree, judgment, injunction or other order to be vacated or lifted; and, and any such action or proceeding to be dismissed. (b)
Appears in 1 contract
No Order. No governmental authority or other agency or commission Governmental Entity or federal or state court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunctionjudgment, injunction or other order (whether temporary, preliminary or permanent) ), in any case which is in effect and which materially restricts, prevents or prohibits consummation of the Closing or any transaction transactions contemplated by this Agreementhereby; provided, however, that each of the parties shall use their its reasonable best efforts to cause any such decree, judgment, injunction or other order to be vacated or lifted; and.
Appears in 1 contract
Samples: Asset Purchase Agreement (Icg Communications Inc /De/)
No Order. No governmental authority or other agency or commission Governmental Entity or federal or state court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunctionjudgment, injunction or other order (whether temporary, preliminary or permanent) ), in any case which is in effect and which materially restricts, prevents or prohibits consummation of the Closing or any transaction contemplated by this AgreementMerger; provided, however, that the parties Parent and Company shall use their reasonable best efforts to cause any such decree, judgment, injunction or other order to be vacated or lifted; and.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sra International Inc)
No Order. No governmental authority or other agency or commission Governmental Entity or federal or state court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, injunction or other order (whether temporary, preliminary or permanent) which is in effect and which materially restricts, prevents or prohibits consummation of the Closing Merger or any transaction the other transactions contemplated by this Agreement; provided, however, that the parties shall use their reasonable best efforts (subject to Section 6.06(b)) to cause any such decree, judgment, injunction or other order to be vacated or lifted; and.
Appears in 1 contract
No Order. No governmental authority or other agency or commission Governmental Entity or federal or state court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunctionjudgment, injunction or other order (whether temporary, preliminary or permanent) ), in any case which is in effect and which materially restricts, prevents or prohibits consummation of the Closing or Merger and no action seeking any transaction contemplated by this Agreementof the foregoing shall be pending; provided, however, that the parties shall use their commercially reasonable best efforts to cause any such decree, judgment, injunction or other order to be vacated or lifted; andlifted or any such action dismissed.
Appears in 1 contract
No Order. No governmental authority Governmental Entity or other agency federal, state or commission or federal or state foreign court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, injunction or other order (whether temporary, preliminary or permanent) which is in effect and which materially restricts, prevents or prohibits consummation of the transactions to be effected on the Closing or any transaction contemplated by this AgreementDate; provided, however, that the parties shall use their all reasonable best efforts to cause any such decree, judgment, injunction or other order to be vacated or lifted; and.
Appears in 1 contract
Samples: Purchase Agreement (Pharmaceutical Marketing Services Inc)
No Order. No governmental authority or other agency or commission Governmental Entity or federal or state court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, injunction or other order (whether temporary, preliminary or permanent) which is in effect and which materially restricts, prevents or prohibits consummation of the Closing Merger or any transaction contemplated by this Agreement; provided, however, that the parties shall use their reasonable best efforts to cause any such decree, judgment, injunction or other order to be vacated or lifted; and. 7.1.4
Appears in 1 contract
Samples: T) Agreement and Plan of Merger (WMS Industries Inc /De/)
No Order. No governmental authority or other agency or commission Governmental Entity or federal or state court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, injunction or other order (whether temporary, preliminary or permanent) which is in effect and which materially restricts, prevents or prohibits consummation of the Closing Merger or any transaction the other transactions contemplated by this Agreement; provided, however, that the parties shall use their reasonable best efforts (subject to Section 6.07) to cause any such decree, judgment, injunction or other order to be vacated or lifted; and.
Appears in 1 contract
