No Adverse Proceeding. There shall be no pending or threatened claim, action, litigation or proceeding, judicial or administrative, or governmental investigation against Buyer, Seller, GST or the Company, for the purpose of enjoining or preventing the consummation of this Agreement, or otherwise claiming that this Agreement or the consummation hereof is illegal.
No Adverse Proceeding. No order of any court or administrative agency shall be in effect which restrains or prohibits the transactions contemplated hereby, and there shall not have been threatened, nor shall there be pending, any action or proceeding by or before any court or Governmental Authority challenging any of the transactions contemplated by this Agreement or seeking monetary relief by reason of the consummation of such transactions.
No Adverse Proceeding. As of the Closing Date, there shall not have been instituted or be pending or threatened any suit, action or other proceeding by any Governmental Agency or any other Person in which it is sought to restrain or prohibit the transactions contemplated by this Agreement.
No Adverse Proceeding. No action or proceeding before a court or any other governmental agency or body shall have been instituted or, to the best of Buyer's knowledge, threatened to restrain or prohibit any of the transactions contemplated by this Agreement, and no governmental agency or body shall have taken any other action or made any request of Buyer as a result of which the management of Buyer deems it inadvisable to proceed with the transactions hereunder.
No Adverse Proceeding. No action or proceeding before a court or any other governmental agency or body shall have been instituted or, to the best of Stockholders's knowledge, threatened to restrain or prohibit any of the transactions contemplated by this Agreement.
No Adverse Proceeding. No Proceeding by any Governmental Authority will be pending wherein an unfavorable judgment, decree or Order would prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded.
No Adverse Proceeding. There is no action, suit, claim or proceeding pending or, to the knowledge of the Company, threatened against the Company before any court or administrative or regulatory agency or otherwise (i) that is required to be described in the Registration Statement or the Prospectus and is not so described or (ii) which, if determined adversely to the Company, individually or in the aggregate, could have a Material Adverse Effect, except as set forth in the Registration Statement or the Prospectus.
No Adverse Proceeding. No action, suit, proceeding or investigation before any court, administrative agency or other governmental authority shall be pending or, to the Knowledge of Buyer, threatened against Buyer wherein an unfavorable judgment, decree or order would prevent the carrying out of this Agreement or any of the transactions contemplated hereby, declare unlawful the transactions contemplated hereby or cause such transactions to be rescinded.
No Adverse Proceeding. No Proceeding shall have been instituted and be pending before a court or any other governmental agency or body which seeks to restrain or prohibit any of the Transactions; provided, however, that the provisions of this Section 8.4 shall not apply if Sellers have directly or indirectly solicited or encouraged any such Proceeding.
No Adverse Proceeding. No action or proceeding before a court or any other governmental agency or body shall have been instituted to restrain or prohibit any of the transactions contemplated by this Agreement.
