Common use of Order Prohibiting Transaction Clause in Contracts

Order Prohibiting Transaction. No order shall have been entered in any action or proceeding before any court or governmental agency, and no preliminary or permanent injunction by any court shall have been issued which would have the effect of (a) making the transactions contemplated by this Agreement illegal, (b) otherwise preventing consummation of such transactions, or (c) imposing material limitations on the ability of Buyer effectively to acquire and hold the Stock or Assets, to operate the Business, or, in any case, to exercise rights of ownership pursuant thereto. There shall have been no federal or state statute, rule or regulations enacted or promulgated after the date of this Agreement that would reasonably result, directly or indirectly, in any of the consequences referred to in this paragraph.

Appears in 3 contracts

Samples: Stock Purchase Agreement (American Homepatient Inc), Stock Purchase Agreement (American Homepatient Inc), Stock Purchase Agreement (Capstone Pharmacy Services Inc)

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Order Prohibiting Transaction. No order shall have been entered in any action or proceeding before any court or governmental agency, and no preliminary or permanent injunction by any court shall have been issued which would have the effect of (a) making the transactions contemplated by this Agreement illegal, (b) otherwise preventing consummation of such transactions, or (c) imposing material limitations on the ability of Buyer effectively Parent or Capstone Sub to acquire effectuate the Merger and hold the Stock or Assets, to operate the Business, or, in any case, to exercise rights of ownership pursuant thereto. There shall have been no federal or state statute, rule or regulations enacted or promulgated after the date of this Agreement that would reasonably result, directly or indirectly, in any of the consequences referred to in this paragraph.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Portaro Denis A), Agreement and Plan of Merger (Capstone Pharmacy Services Inc), Agreement and Plan of Merger (Capstone Pharmacy Services Inc)

Order Prohibiting Transaction. No order shall have been entered in any action or proceeding before any court or governmental agency, and no preliminary or permanent injunction by any court shall have been issued which would have the effect of (a) making the transactions contemplated by under this Agreement illegal, (b) otherwise preventing consummation of such transactions, or (c) imposing material limitations on the ability of Buyer effectively to acquire and hold the Stock or Assets, to operate the Business, or, in any case, to exercise rights of ownership pursuant thereto. There shall have been no federal or state statute, rule or regulations enacted or promulgated after the date of this Agreement that would reasonably result, directly or indirectly, in any of the consequences referred to in this paragraph.

Appears in 3 contracts

Samples: Asset Purchase Agreement (American Hospital Resources Inc), Asset Purchase Agreement (Capstone Pharmacy Services Inc), Asset Purchase Agreement (Capstone Pharmacy Services Inc)

Order Prohibiting Transaction. No order shall have been entered in any action or proceeding before any court or governmental agency, and no preliminary or permanent injunction by any court shall have been issued which would have the effect of (a) making the transactions contemplated by this Agreement illegal, (b) otherwise preventing consummation of such transactions, or (c) imposing material limitations on the ability of Buyer effectively to acquire and hold the Stock or Assets, to operate the Business, or, in any either case, to exercise rights of ownership pursuant thereto. There shall have been no federal or state statute, rule or regulations enacted or promulgated after the date of this Agreement that would reasonably resultreasonably, directly or indirectly, result in any of the consequences referred to in this paragraphSection.

Appears in 2 contracts

Samples: Lease and Purchase (New American Healthcare Corp), Asset Purchase Agreement (New American Healthcare Corp)

Order Prohibiting Transaction. No order shall have been entered in any action or proceeding before any court or governmental agency, and no preliminary or permanent injunction by any court shall have been issued which would have the effect of (a) making the transactions contemplated by this Agreement illegal, (b) otherwise preventing consummation of such transactions, or (c) imposing material limitations on the ability of Buyer effectively to acquire and hold the Stock or Assets, to operate the Business, or, in any either case, to exercise rights of ownership pursuant thereto. There shall have been no federal or state statute, rule or regulations enacted or promulgated after the date of this Agreement that would reasonably result, directly or indirectly, in any of the consequences referred to in this paragraphSection.

Appears in 1 contract

Samples: Asset Purchase Agreement (New American Healthcare Corp)

Order Prohibiting Transaction. No order shall will have been entered in any ------------------------------ action or proceeding before any court or governmental agency, and no preliminary or permanent injunction by any court shall will have been issued which would have the effect of (a) making the transactions contemplated by this Agreement illegal, (b) otherwise preventing consummation of such transactions, or (c) imposing material limitations on the ability of Buyer effectively to acquire and hold the Stock or Assets, to operate the Business, or, in any case, to exercise rights of ownership pursuant thereto. There shall will have been no federal or state statute, rule or regulations enacted or promulgated after the date of this Agreement that would reasonably result, directly or indirectly, in any of the consequences referred to in this paragraph.

Appears in 1 contract

Samples: Stock Purchase Agreement (Roberts Pharmaceutical Corp)

Order Prohibiting Transaction. No order shall have been entered in any action or proceeding before any court or governmental agency, and no preliminary or permanent injunction by any court shall have been issued which would have the effect of (a) making the transactions contemplated by this Agreement illegal, (b) otherwise preventing consummation of such transactions, or (c) imposing material limitations on the ability of Buyer Seller or Shareholder effectively to acquire and hold sell the Stock or Assets, to operate the Business, or, in any case, to exercise rights of ownership pursuant thereto. There shall have been no federal or state statute, rule or regulations enacted or promulgated after the date of this Agreement that would reasonably resultreasonably, directly or indirectly, result in any of the consequences referred to in this paragraphSection.

Appears in 1 contract

Samples: Asset Purchase Agreement (New American Healthcare Corp)

Order Prohibiting Transaction. No order shall have been entered in any action or proceeding before any court or governmental agency, and no preliminary or permanent injunction by any court shall have been issued which would have the effect of (a) making the transactions contemplated by this Agreement illegal, (b) otherwise 27 33 preventing consummation of such transactions, or (c) imposing material limitations on the ability of Buyer effectively Parent or Capstone Sub to acquire effectuate the Merger and hold the Stock or Assets, to operate the Business, or, in any case, to exercise rights of ownership pursuant thereto. There shall have been no federal or state statute, rule or regulations enacted or promulgated after the date of this Agreement that would reasonably result, directly or indirectly, in any of the consequences referred to in this paragraph.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Portaro Denis A)

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Order Prohibiting Transaction. No order shall have been entered in any action or proceeding before any court or governmental agency, and no preliminary or permanent injunction by any court shall have been issued which would have the effect of (a) making the transactions contemplated by this Agreement illegal, (b) otherwise preventing consummation of such transactions, or (c) imposing material limitations on the ability of Buyer Parent effectively to acquire and hold the Stock or Assets, Assets to operate the Business, or, in any case, to exercise rights of ownership pursuant thereto. There shall have been no federal or state statute, rule or regulations enacted or promulgated after the date of this Agreement that would reasonably result, directly or indirectly, in any of the consequences referred to in this paragraphSection.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Capstone Pharmacy Services Inc)

Order Prohibiting Transaction. No order shall have been entered in any action or proceeding before any court or governmental agency, and no preliminary or permanent injunction by any court shall have been issued which based upon the written advice of its counsel would have the effect of of: (a) making the transactions contemplated by under this Agreement illegal, (b) otherwise preventing consummation of such transactions, or (c) imposing material limitations on the ability of Buyer effectively to acquire and hold the Stock or Assets, to operate the Business, or, in any case, to exercise rights of ownership pursuant thereto. There shall have been no federal or state statute, rule or regulations enacted or promulgated after the date of this Agreement that would reasonably result, directly or indirectly, in any of the consequences referred to in this paragraph.

Appears in 1 contract

Samples: Asset Purchase Agreement (Capstone Pharmacy Services Inc)

Order Prohibiting Transaction. No order shall have been entered in any action or proceeding before any court or governmental agency, and no preliminary or permanent injunction by any court shall have been issued which would have the effect of (a) making the transactions contemplated by this Agreement illegal, (b) otherwise preventing consummation of such transactions, or (c) imposing material limitations on the ability of Buyer effectively to acquire and hold the Stock or Assets, to operate the Business, or, in any either case, to exercise rights 41 50 of ownership pursuant thereto. There shall have been no federal or state statute, rule or regulations enacted or promulgated after the date of this Agreement that would reasonably result, directly or indirectly, in any of the consequences referred to in this paragraphSection.

Appears in 1 contract

Samples: Lease and Purchase (New American Healthcare Corp)

Order Prohibiting Transaction. No order shall will have been entered in any action or proceeding before any court or governmental agency, and no preliminary or permanent injunction by any court shall will have been issued which would have the effect of (a) making the transactions contemplated by under this Agreement illegal, (b) otherwise preventing consummation of such transactions, or (c) imposing material limitations on the ability of Buyer effectively to acquire and hold the Stock or Assets, to operate the Business, Business or, in any case, to exercise rights of ownership pursuant thereto. There shall will have been no federal or state statute, rule or regulations enacted or promulgated after the date of this Agreement that would reasonably result, directly or indirectly, in any of the consequences referred to in this paragraph.

Appears in 1 contract

Samples: Asset Purchase Agreement (American Homepatient Inc)

Order Prohibiting Transaction. No order shall have been entered in any action or proceeding before any court or governmental agency, and no preliminary or permanent injunction by any court shall have been issued which would have the effect of (a) making the transactions contemplated by this Agreement illegal, (b) otherwise preventing consummation of such transactions, or (c) imposing material limitations on the ability of Buyer effectively to acquire and hold the Stock or Assets, to operate the BusinessStock, or, in any case, to exercise rights of ownership pursuant thereto. There shall have been no federal or state statute, rule or regulations regulation enacted or promulgated after the date of this Agreement that would reasonably result, directly or indirectly, in any of the consequences referred to in this paragraphSection.

Appears in 1 contract

Samples: Stock Purchase Agreement (New American Healthcare Corp)

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