Common use of No Governmental Action Clause in Contracts

No Governmental Action. There shall not have been any action taken, or any law, rule, regulation, order, or decree proposed, promulgated, enacted, entered, enforced, or deemed applicable to the transactions contemplated by any of the Operative Documents by, any federal, state, local, or other governmental authority or by any court or other tribunal, including the entry of a preliminary or permanent injunction, which, in the reasonable judgment of the Purchaser, (i) makes any of the transactions contemplated by this Agreement illegal, (ii) results in a material delay in the ability of the Purchaser to consummate any of the transactions contemplated by this Agreement, (iii) imposes material limitations, other than those imposed by the Voting Agreement, on the ability of the Purchaser effectively to exercise full rights of ownership of the Seller Common Stock to be issued to the Purchaser at such Second Closing, including the right to vote such Seller Common Stock on all matters properly presented to the stockholders of the Seller except as contemplated by the Voting Agreement, or (iv) otherwise prohibits, restricts, or materially delays consummation of any of the transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Crown Northcorp Inc), Stock Purchase Agreement (Harbert Equity Fund I LLC)

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No Governmental Action. There shall not have been any action taken, or any law, rule, regulation, order, or decree proposed, promulgated, enacted, entered, enforced, or deemed applicable to the transactions contemplated by any of the Operative Documents byDocuments, by any federal, state, local, or other governmental authority or by any court or other tribunal, including the entry of a preliminary or permanent injunction, which, in the reasonable judgment of the Purchaser, (i) makes any of the transactions contemplated by this Agreement illegal, (ii) results in a material delay in the ability of the Purchaser to consummate any of the transactions contemplated by this Agreement, (iii) imposes material limitationslimitations on the ability of the Purchaser, other than those imposed by the Voting Agreement, on the ability of the Purchaser Agreement (as hereinafter defined) effectively to exercise full rights of ownership of the Seller Common Stock to be issued to the Purchaser at such Second Closing, First Closing Shares including the right to vote such Seller Common Stock the First Closing Shares on all matters properly presented to the stockholders of the Seller except as contemplated by the Voting Agreement, or (iv) otherwise prohibits, restricts, or materially delays consummation of any of the transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Crown Northcorp Inc), Stock Purchase Agreement (Harbert Equity Fund I LLC)

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No Governmental Action. There shall not have been any action taken, or any law, rule, regulation, order, or decree proposed, promulgated, enacted, entered, enforced, or deemed applicable to the transactions contemplated by any of the Operative Documents byDocuments, by any federal, state, local, or other governmental authority or by any court or other tribunal, including the entry of a preliminary or permanent injunction, which, in the reasonable judgment of the Purchaser, (i) makes any of the transactions contemplated by this Agreement illegal, (ii) results in a material delay in the ability of the Purchaser to consummate any of the transactions contemplated by this Agreement, (iii) imposes material limitations, other than those imposed by the Voting Agreement, on the ability of the Purchaser effectively to exercise full rights of ownership of the Seller Common Stock to be issued to the Purchaser at such Second ClosingThird Closing Shares, including the right to vote such Seller Common Stock the Third Closing Shares on all matters properly presented to the stockholders of the Seller except as contemplated by the Voting Agreement, or (iv) otherwise prohibits, restricts, or materially delays consummation of any of the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Crown Northcorp Inc)

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