Common use of No Orders; Legal Proceedings Clause in Contracts

No Orders; Legal Proceedings. No law or order shall have been enacted, entered, issued, promulgated or enforced by any governmental entity, nor shall any action have been instituted and remain pending or, to the best knowledge of the Company, have been threatened and remain so by any governmental entity at what would otherwise be the Closing Date, which prohibits or restricts or would (if successful) prohibit or restrict the transactions contemplated by this Agreement or which would not permit the business of the Company as presently conducted to continue unimpaired following the Closing Date. No governmental entity shall have notified any party to this Agreement that consummation of the transactions contemplated by this Agreement would constitute a violation of any laws of any jurisdiction or that it intends to commence proceedings to restrain or prohibit such transactions or force divesture or recision, unless such governmental entity shall have withdrawn such notice and abandoned any such proceedings prior to the time which otherwise would have been the Closing Date.

Appears in 1 contract

Samples: Agreement and Plan of Merger (First Aviation Services Inc)

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No Orders; Legal Proceedings. No law As of the Closing Date, except for state Laws requiring prior consent in the event of a change in control or a material change to an application with respect to any Permit governing money order or money transmitter activities, no Law or Order shall have been enacted, entered, issued, promulgated or enforced by any governmental entityGovernmental Entity, nor shall any action Action have been instituted and remain pending or, to the best knowledge Knowledge of the CompanySeller, have been threatened and remain so by any governmental entity Governmental Entity at what would otherwise be the Closing Date, which prohibits or restricts or would (if successful) prohibit or restrict the transactions contemplated by this Agreement or which would so as to not permit the business of the Company Business as presently conducted to continue unimpaired following the Closing Date. No governmental entity As of the Closing Date, no Governmental Entity shall have notified any party Party to this Agreement that consummation of the transactions contemplated by this Agreement would constitute a violation of any laws Laws of any jurisdiction or that it intends to commence proceedings to restrain or prohibit such transactions or force divesture or recisionjurisdiction, unless such governmental entity Governmental Entity shall have withdrawn such notice and abandoned any such proceedings prior to the time which otherwise would have been the Closing Date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Coinstar Inc)

No Orders; Legal Proceedings. No law or order shall have been enacted, entered, issued, promulgated or enforced by any governmental entity, nor shall any action have been instituted and remain pending or, to the best knowledge of the Company, have been threatened and remain so by any governmental entity at what would otherwise be the Closing Date, which prohibits or restricts or would (if successful) prohibit or restrict the transactions contemplated by this Agreement or which would not permit the business of the Company as presently conducted to continue unimpaired following the Closing Date. No governmental entity shall have notified any party to this Agreement that consummation of the transactions contemplated by this Agreement would constitute a violation of any laws of any jurisdiction or that it intends to commence proceedings to restrain or prohibit such transactions or force divesture or recision, unless such governmental entity shall have withdrawn such notice and abandoned any such proceedings prior to the time which otherwise would have been the Closing Date.withdrawn

Appears in 1 contract

Samples: Agreement and Plan of Merger (First Aviation Services Inc)

No Orders; Legal Proceedings. No law Law or order Order shall have been enacted, entered, issued, promulgated or enforced by any governmental entityGovernmental Entity, nor shall any action Action have been instituted and remain pending or, to the best knowledge of the Company, or have been threatened and remain so by any governmental entity at what would otherwise be the Closing Date, which prohibits or restricts or would (if successful) prohibit or restrict the transactions contemplated by this Agreement or (with respect to obligations of Buyer only) which would not permit the business of the Company Business as presently conducted to continue unimpaired following the Closing Date. No governmental entity Governmental Entity shall have notified any party to this Agreement that consummation of the transactions contemplated by this Agreement would constitute a violation of any laws Laws of any jurisdiction or and/or that it intends to commence proceedings to restrain or prohibit such transactions or force divesture divestiture or recisionrescission, unless such governmental entity Governmental Entity shall have withdrawn such notice and abandoned any such proceedings prior to the time which otherwise would have been the Closing Date.

Appears in 1 contract

Samples: Stock Purchase and Contribution Agreement (Western Investment Real Estate Trust)

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No Orders; Legal Proceedings. No law Law or order shall have ---------------------------- been enacted, entered, issued, promulgated or enforced by any governmental entityentity or agency, nor shall any action or proceeding before a court or other governmental agency or body have been instituted and remain pending or, to the best knowledge of the Company, have been threatened and remain so by any governmental entity at what would otherwise be the Closing Date, which that prohibits or restricts restricts, or would (if successful) seeks to prohibit or restrict restrict, the transactions contemplated by this Agreement or which would not permit the business of the Company Business as presently conducted by Sellers to continue unimpaired following be continued by Buyer after the Closing DateDate substantially unimpaired. No governmental entity or agency shall have notified any party to this Agreement that consummation of the transactions contemplated by this Agreement would constitute a violation of any laws Laws of any jurisdiction or and/or that it intends to commence proceedings to restrain or prohibit such transactions or force divesture divestiture or recisionrescission, unless such governmental entity or agency shall have withdrawn such notice and abandoned any such proceedings prior to the time which otherwise would have been the Closing DateClosing.

Appears in 1 contract

Samples: Asset Purchase Agreement (Speedway Motorsports Inc)

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