Common use of Absence of Certain Actions and Events Clause in Contracts

Absence of Certain Actions and Events. (1) There will not be threatened, instituted, or pending any action or proceeding, before any Governmental Authority: (a) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly to restrain or prohibit, the consummation of the transactions contemplated hereby, or seeking to obtain damages in connection therewith; (b) seeking to prohibit direct or indirect ownership or operation by Buyer of all or a material portion of the Business or the Acquired Assets or the Assumed Liabilities, or to compel Parent or Buyer or any of their subsidiaries to divest of or to hold separately all or a material portion of the business or the Acquired Assets as a result of the transactions contemplated hereby; (c) seeking to impose or confirm limitations on the ability of Parent or Buyer effectively to exercise directly or indirectly full rights of ownership of any of the Acquired Assets; or (d) invalidating or rendering unenforceable any material provision of this Agreement (including, without limitation, the Exhibits or Schedules hereto); (2) There will not be any action taken, or any statute, rule, regulation, judgment, order, or injunction proposed, enacted, entered, enforced, promulgated, issued, or deemed applicable to the transactions contemplated hereby by any Governmental Authority, which may, directly or indirectly, prohibit consummation of the transactions contemplated hereby; and (3) There will not have occurred any of the following events having a material adverse effect on Parent or Buyer: (a) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States or any limitation by United States authorities on the extension of credit by lending institutions; or (b) a commencement of war, armed hostilities, terrorist attack, or other international or national calamity directly or indirectly involving the United States.

Absence of Certain Actions and Events. (1) There will not be threatened, instituted, or pending any action or proceeding, before any Governmental AuthorityAuthority or agency: (ai) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly to restrain or prohibit, the consummation of the transactions contemplated hereby, or seeking to obtain damages in connection therewith; , (bii) seeking to prohibit direct or indirect ownership of the Company Stock by Buyer or the operation by Buyer of all or a material portion of the Business Company’s assets or the Acquired Assets or the Assumed LiabilitiesBusiness, or to compel Parent or Buyer or any of their its subsidiaries to divest of or to hold separately all or a material portion of the business Business or the Acquired Assets Company’s assets as a result of the transactions contemplated hereby; , (ciii) seeking to impose or confirm limitations on the ability of Parent or Buyer effectively to exercise directly or indirectly full rights of ownership of any of the Acquired Assets; Company Stock and the Company’s assets or properties, (div) invalidating or rendering unenforceable any material provision of this Agreement (including, without limitation, the Exhibits Exhibits, the Schedules or Schedules hereto)Stockholders’ Disclosure Schedule) or (v) which otherwise might materially adversely affect Buyer or any of its subsidiaries or affiliates as determined by Buyer; (2) There will not be any action taken, or any statute, rule, regulation, judgment, order, or injunction proposed, enacted, entered, enforced, promulgated, issued, or deemed applicable to the transactions contemplated hereby by any Governmental Authority, which may, directly or indirectly, prohibit consummation of the transactions contemplated hereby; and (3) There will not have occurred any of the following events having a material adverse effect on Parent Buyer or BuyerMeritage: (ai) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States or any limitation by United States authorities on the extension of credit by lending institutions; or , (bii) a commencement of war, armed hostilities, terrorist attack, or other international or national calamity directly or indirectly involving the United StatesStates or (iii) in the case of any of the foregoing existing at the date hereof, a material acceleration or worsening thereof.

Absence of Certain Actions and Events. (1) There will shall not be threatened, instituted, or pending any action or proceeding, before any Governmental Authoritycourt or governmental authority or agency, domestic or foreign: (a) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly to restrain or prohibit, the consummation of the transactions contemplated hereby, or seeking to obtain damages in connection therewith; (b) seeking to prohibit direct or indirect ownership or operation by Buyer Buyers of all or a material portion of the Hancxxx Xxxmunities Business or the Acquired Assets or the Assumed LiabilitiesAssets, or to compel Parent or Buyer Buyers or any of their subsidiaries to divest of or to hold separately all or a material portion of the business or the Acquired Assets as a result of the transactions contemplated hereby; (c) seeking to impose or confirm limitations on the ability of Parent or Buyer Buyers effectively to exercise directly or indirectly full rights of ownership of any of the Acquired Assets; or (d) seeking or causing any material diminution in the direct or indirect benefits expected to be derived by Parent or Buyers as a result of the transactions contemplated by this 41 42 Agreement; (e) invalidating or rendering unenforceable any material provision of this Agreement (including, including without limitation, limitation any of the Exhibits or Schedules hereto); or (f) which otherwise might materially adversely affect Parent or Buyers or any of their subsidiaries as determined by Parent; (2) There will shall not be any action taken, or any statute, rule, regulation, judgment, order, or injunction proposed, enacted, entered, enforced, promulgated, issued, or deemed applicable to the transactions contemplated hereby by any Governmental Authorityfederal, state, or foreign court, government, or governmental authority or agency, which may, directly or indirectly, prohibit consummation of the transactions contemplated hereby; and (3) There will shall not have occurred any of the following events having a material adverse effect on Parent or BuyerBuyers: (a) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States or any limitation by United States authorities on the extension of credit by lending institutions; or (b) a commencement of war, armed hostilities, terrorist attack, or other international or national calamity directly or indirectly involving the United States; or (c) in the case of any of the foregoing existing at the date hereof, a material acceleration or worsening thereof.

Absence of Certain Actions and Events. (1i) There will shall not be threatened, instituted, or pending any action or proceeding, before any Governmental Authoritycourt or governmental authority or agency, domestic or foreign: (aA) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly to restrain or prohibit, the consummation of the transactions contemplated hereby, or seeking to obtain damages in connection therewith; (bB) seeking to prohibit direct or indirect ownership or operation by Buyer or any of its subsidiaries of all or a material portion of the Business business or the Acquired Assets or the Assumed Liabilitiesof Seller, or to compel Parent or Buyer or any of their its subsidiaries to divest of or to hold separately all or a material portion of the business or the Acquired Assets of Seller as a result of the transactions contemplated hereby; (cC) seeking to impose or confirm limitations on the ability of Parent or Buyer effectively to exercise directly or indirectly full rights of ownership of any of the Acquired Assets; (D) seeking or causing any material diminution in the direct or indirect benefits expected to be derived by Buyer as a result of the transactions contemplated by this Agreement; (dE) invalidating or rendering unenforceable any material provision of this Agreement (including, including without limitation, limitation any of the Exhibits or Schedules hereto); or (F) which otherwise might materially adversely affect Buyer or any of its subsidiaries as determined by Buyer; (2ii) There will shall not be any action taken, or any statute, rule, regulation, judgment, order, or injunction proposed, enacted, entered, enforced, promulgated, issued, or deemed applicable to the transactions contemplated hereby by any Governmental Authorityfederal, state, or foreign court, government, or governmental authority or agency, which may, directly or indirectly, result in any of the consequences referred to in Section 7.2(i)(i) or otherwise prohibit consummation of the transactions contemplated hereby; and (3iii) There will shall not have occurred any of the following events having a material adverse effect on Parent or Buyer: (aA) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States or any limitation by United States authorities on the extension of credit by lending institutions; or (bB) a commencement of war, armed hostilities, terrorist attack, or other international or national calamity directly or indirectly involving the United States; (C) any suspension of trading of Buyer's common stock or any material adverse change in the United States' stock markets generally; or (D) in the case of any of the foregoing existing at the date hereof, a material acceleration or worsening thereof.