Common use of Absence of Litigation Clause in Contracts

Absence of Litigation. There is no suit, action, investigation or proceeding pending or, to the knowledge of the Shareholder, threatened against or affecting the Shareholder or any of his or her affiliates before or by any Governmental Authority that could reasonably be expected to materially impair the ability of the Shareholder to perform his or her obligations hereunder or to consummate the transactions contemplated hereby.

Appears in 15 contracts

Samples: Agreement and Plan of Reorganization (Union Bankshares Corp), Merger Agreement (Xenith Bankshares, Inc.), Affiliate Agreement (BankCap Equity Fund, LLC)

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Absence of Litigation. There is no suit, action, investigation or proceeding pending or, to the knowledge of the Shareholder, threatened against or affecting the Shareholder or any of his or her its affiliates before or by any Governmental Authority governmental authority that could reasonably be expected to materially impair the ability of the Shareholder to perform his or her its obligations hereunder under this Agreement or to consummate the transactions contemplated herebyby this Agreement on a timely basis.

Appears in 13 contracts

Samples: Merger Agreement (Penns Woods Bancorp Inc), Merger Agreement (LCNB Corp), Merger Agreement (Northwest Bancshares, Inc.)

Absence of Litigation. There is no suit, action, investigation or proceeding pending or, to the knowledge of the Shareholder, threatened against or affecting the Shareholder or any of his or her affiliates before or by any Governmental Authority that could reasonably be expected to materially impair the ability of the Shareholder to perform his or her obligations hereunder or to consummate the transactions contemplated hereby.

Appears in 13 contracts

Samples: Affiliate Agreement (Village Bank & Trust Financial Corp.), Affiliate Agreement (Village Bank & Trust Financial Corp.), Affiliate Agreement (Village Bank & Trust Financial Corp.)

Absence of Litigation. There is no suit, action, investigation or proceeding pending or, to the knowledge of the Shareholder, threatened against or affecting the Shareholder or any of his his, her or her its affiliates before or by any Governmental Authority that could reasonably be expected to materially impair the ability of the Shareholder to perform his his, her or her its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Appears in 12 contracts

Samples: Merger Agreement (American River Bankshares), Agreement and Plan of Reorganization (Heritage Oaks Bancorp), Merger Agreement (Farmers & Merchants Bancorp)

Absence of Litigation. There is no suit, action, investigation or proceeding pending or, to the knowledge of the ShareholderStockholder, threatened against or affecting the Shareholder Stockholder or any of his or her affiliates before or by any Governmental Authority that could reasonably be expected to materially impair the ability of the Shareholder Stockholder to perform his or her obligations hereunder or to consummate the transactions contemplated hereby.

Appears in 9 contracts

Samples: Merger Agreement (American National Bankshares Inc.), Agreement and Plan of Reorganization (Mainstreet Bankshares Inc), Agreement and Plan of Reorganization (Cardinal Financial Corp)

Absence of Litigation. There As of the date hereof, there is no action, suit, action, investigation or proceeding pending against, or, to the knowledge of the Shareholder, threatened against or affecting affecting, the Shareholder or any of his properties or her affiliates before or by any Governmental Authority assets (including the Shares) that could reasonably be expected to materially impair the ability of the Shareholder to perform his or her obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Appears in 8 contracts

Samples: Tender and Support Agreement, Tender and Support Agreement, Tender and Support Agreement (Natrol Inc)

Absence of Litigation. There As of the date hereof, there is no action, suit, action, investigation or proceeding pending against, or, to the knowledge of the such Shareholder, threatened against or affecting the against, such Shareholder or any of his such Shareholder’s properties or her affiliates before or by any Governmental Authority assets (including such Shareholder’s Owned Shares) that could reasonably be expected to materially prevent, delay or impair the ability of the such Shareholder to perform his or her its obligations hereunder or to consummate the transactions contemplated hereby.

Appears in 8 contracts

Samples: Shareholder Support Agreement (Four Leaf Acquisition Corp), Shareholder Support Agreement, Shareholder Support Agreement (Lotus Technology Inc.)

Absence of Litigation. There As of the date hereof, there is no action, claim, suit, actionproceeding or investigation before or by any Governmental Authority or arbitrator or any judgment, investigation order, legal requirement or proceeding injunction pending or, to the knowledge of the such Shareholder, threatened against or affecting the such Shareholder or any of his or her affiliates before or by any Governmental Authority that could would reasonably be expected to materially impair have a material adverse effect on the ability of the such Shareholder to perform his or her such Shareholder’s obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Appears in 8 contracts

Samples: Voting Agreement (Fresenius SE & Co. KGaA), Voting Agreement (Fresenius SE & Co. KGaA), Voting Agreement (Fresenius SE & Co. KGaA)

Absence of Litigation. There is no action, suit, action, investigation or proceeding pending against, or, to the knowledge of the Shareholder, threatened against or affecting the otherwise affecting, Shareholder or any of his or her affiliates before properties or by any Governmental Authority assets (including the Subject Shares) that could reasonably be expected to materially impair the ability of the Shareholder to perform his or her obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Appears in 7 contracts

Samples: Shareholder Tender and Support Agreement (American CyberSystems Inc), Shareholder Tender and Support Agreement (American CyberSystems Inc), Shareholder Tender and Support Agreement (American CyberSystems Inc)

Absence of Litigation. There As of the date hereof, there is no suit, action, investigation or proceeding pending or, to the knowledge of the such Shareholder, threatened against or affecting the Shareholder or any of his or her affiliates before or by any Governmental Authority that could reasonably be expected to materially impair the ability of the Shareholder to perform its, his or her obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Appears in 5 contracts

Samples: Merger Agreement (Capital Bancorp Inc), Merger Agreement (Community Bank System, Inc.), Voting and Support Agreement (National Bank Holdings Corp)

Absence of Litigation. There is no suit, action, investigation or proceeding Action pending or, to the knowledge of the Shareholder, threatened against by, against, or involving or affecting any of the Shareholder or and/or any of his or her affiliates its respective Affiliates before or by any Governmental Authority Entity that could reasonably be expected to materially impair the ability of the Shareholder to perform his or her its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Appears in 5 contracts

Samples: Support and Tender Agreement (Stephens Investments Holdings LLC), Support and Tender Agreement (Bed Bath & Beyond Inc), Support and Tender Agreement (Bed Bath & Beyond Inc)

Absence of Litigation. There is are no suit, action, investigation actions or proceeding lawsuits pending or, to the knowledge of the ShareholderInvestor threatened, threatened against or affecting the Shareholder or any of his or her affiliates Investor before or by any Governmental Authority court or governmental authority that could reasonably be expected to materially impair the ability of the Shareholder Investor to perform his or her its obligations hereunder or to consummate the transactions contemplated herebyhereunder.

Appears in 4 contracts

Samples: Voting Agreement (Central European Distribution Corp), Voting Agreement (Central European Distribution Corp), Voting Agreement (Central European Distribution Corp)

Absence of Litigation. There is no suit, action, investigation or proceeding pending or, to the knowledge of the Shareholder, threatened against or affecting the Shareholder or any of his his, her or her its affiliates before or by any Governmental Authority that could reasonably be expected to materially impair the ability of the Shareholder to perform his his, her or her its obligations hereunder or to consummate the transactions contemplated herebyon a timely basis.

Appears in 4 contracts

Samples: Merger Agreement (Community Financial Corp /Md/), Merger Agreement (Shore Bancshares Inc), Merger Agreement (Severn Bancorp Inc)

Absence of Litigation. There is no action, suit, action, investigation or proceeding pending against or, to the knowledge of the Shareholder, threatened against or affecting the Shareholder or any of his or her affiliates before or by any Governmental Authority Entity that could would reasonably be expected to materially impair the Shareholder’s ability of the Shareholder to perform his or her its obligations hereunder or to consummate the transactions contemplated herebyhereunder.

Appears in 4 contracts

Samples: Merger Agreement (Mobile Mini Inc), Voting Agreement (Mobile Mini Inc), Merger Agreement (WillScot Corp)

Absence of Litigation. There is no suit, action, investigation or proceeding legal action pending against or, to the knowledge of the such Shareholder, threatened against or affecting the such Shareholder or any of his or her affiliates before or by any Governmental Authority that could reasonably be expected to would materially impair or materially adversely affect the ability of the such Shareholder to perform his or her its obligations hereunder or to consummate the transactions contemplated hereby.

Appears in 3 contracts

Samples: Support Agreement (Blackstone Holdings II L.P.), Support Agreement (Unitedhealth Group Inc), Support Agreement (Wyndham Worldwide Corp)

Absence of Litigation. There is no suit, action, investigation or proceeding pending or, to the knowledge of the ShareholderStockholder, threatened against or affecting the Shareholder or any of his or her affiliates Stockholder before or by any Governmental Authority Entity that could reasonably be expected to materially impair the ability of the Shareholder Stockholder to perform his or her obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Appears in 3 contracts

Samples: Voting Agreement (Quintana Maritime LTD), Voting Agreement (Quintana Maritime LTD), Voting Agreement (Quintana Maritime LTD)

Absence of Litigation. There is no suit, action, investigation or proceeding pending or, to the knowledge of the Shareholder, threatened against or affecting the Shareholder or any of his or her affiliates before or by any Governmental Authority that could reasonably be expected to materially impair the ability of the Shareholder to perform his or her obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Appears in 3 contracts

Samples: Merger Agreement (Plumas Bancorp), Merger Agreement (First Foundation Inc.), Agreement and Plan of Reorganization and Merger (First Foundation Inc.)

Absence of Litigation. There is no suit, action, investigation or proceeding pending or, to the knowledge of the Shareholder, threatened against or affecting the Shareholder or any of his or her Shareholder’s affiliates before or by any Governmental Authority Entity that could reasonably be expected to materially impair the ability of the Shareholder to perform his or her Shareholder’s obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Appears in 3 contracts

Samples: Merger Agreement (Southern California Bancorp \ CA), Merger Agreement (California BanCorp), Merger Agreement (Southern California Bancorp \ CA)

Absence of Litigation. There is no suitlegal or administrative proceedings, actionclaims, investigation suits or proceeding actions pending or, to the knowledge of the Shareholdersuch Stockholder, threatened against or affecting the Shareholder such Stockholder or any of his or her affiliates its Affiliates before or by any Governmental Authority that could reasonably be expected to materially impair the ability of the Shareholder such Stockholder to perform his or her its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Appears in 3 contracts

Samples: Voting Agreement (Wynnefield Partners Small Cap Value Lp), Voting Agreement (Geo Group Inc), Voting Agreement (Cornell Companies Inc)

Absence of Litigation. There is no suitAction pending against, action, investigation or proceeding pending or, to the knowledge of the Shareholder, threatened against or affecting the affecting, Shareholder or any of his its properties or her affiliates before assets (including the Subject Shares) at law or by any Governmental Authority in equity that could would reasonably be expected to materially impair or delay the ability of the Shareholder to perform his or her Shareholder's obligations hereunder or to consummate the transactions contemplated herebyhereunder.

Appears in 3 contracts

Samples: Voting and Standstill Agreement, Voting and Standstill Agreement (Government Properties Income Trust), Voting and Standstill Agreement (Select Income REIT)

Absence of Litigation. There is no suitlegal action pending against, action, investigation or proceeding pending or, to the knowledge of the Shareholder, threatened against or affecting the Shareholder or any of his or her affiliates before or by any Governmental Authority that could reasonably be expected to materially impair or materially adversely affect the ability of the Shareholder to perform his or her its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Appears in 3 contracts

Samples: Voting and Support Agreement (Sterling Bancorp, Inc.), Voting and Support Agreement (Sterling Bancorp, Inc.), Voting and Support Agreement (Shawn Michael)

Absence of Litigation. There is no suitclaim, action, proceeding, or investigation or proceeding pending or, to the knowledge of the ShareholderBuyer, threatened against any of Buyer or affecting the Shareholder Acquisition Sub or any of his their respective properties or her affiliates assets at law or in equity, and there are no Orders before any arbitrator or by any Governmental Authority Authority, in each case, that could reasonably be expected to would prevent or materially impair delay the ability consummation of the Shareholder to perform his or her obligations hereunder or to consummate the transactions contemplated hereby.

Appears in 3 contracts

Samples: Merger Agreement (Teva Pharmaceutical Industries LTD), Merger Agreement (Bentley Pharmaceuticals Inc), Merger Agreement (Teva Pharmaceutical Industries LTD)

Absence of Litigation. There is no suit, action, investigation or proceeding pending or, to the knowledge of the Shareholder, threatened against or affecting the Shareholder or any of his or her affiliates Affiliates before or by any Governmental Authority that could reasonably be expected to materially impair the ability of the Shareholder to perform his or her obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization (Access National Corp), Affiliate Agreement (Union Bankshares Corp), Affiliate Agreement (Union Bankshares Corp)

Absence of Litigation. There is no suit, action, investigation or proceeding pending or, to the knowledge of the ShareholderStockholder, threatened against or affecting the Shareholder Stockholder or any of his or her affiliates Stockholder’s Affiliates before or by any Governmental Authority that could reasonably be expected to materially impair the ability of the Shareholder Stockholder to perform his or her Stockholder’s obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Appears in 2 contracts

Samples: Merger Agreement (First Foundation Inc.), Merger Agreement (First Foundation Inc.)

Absence of Litigation. There is no suit, action, investigation or proceeding pending or, to the knowledge of the Shareholder, threatened against or affecting the Shareholder or any of his or her affiliates before or by any Governmental Authority Entity that could reasonably be expected to materially impair the ability of the Shareholder to perform his or her obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Appears in 2 contracts

Samples: Affiliate Agreement (American National Bankshares Inc.), Affiliate Agreement (Atlantic Union Bankshares Corp)

Absence of Litigation. There is no suit, action, investigation or proceeding pending or, to the knowledge of the Shareholder, threatened against or affecting the Shareholder or any of his or her affiliates Shareholder’s Affiliates before or by any Governmental Authority that could reasonably be expected to materially impair the ability of the Shareholder to perform his or her Shareholder’s obligations hereunder or to consummate the transactions contemplated hereby.hereby on a timely basis. ​ ​

Appears in 2 contracts

Samples: Merger Agreement (First Foundation Inc.), Merger Agreement (First Foundation Inc.)

Absence of Litigation. There As of the date hereof, there is no action, suit, action, investigation or proceeding pending against or, to the knowledge of the Shareholder, threatened against or affecting the Shareholder or any of his or her its affiliates before or by any Governmental Authority Entity or arbitrator that could would reasonably be expected to materially impair the Shareholder’s ability of the Shareholder to perform his or her its obligations hereunder or to consummate the transactions contemplated herebyhereunder.

Appears in 2 contracts

Samples: Voting Agreement (At&t Inc.), Voting Agreement (Central European Media Enterprises LTD)

Absence of Litigation. There As of the date hereof, there is no suit, action, investigation or proceeding pending or, to the knowledge of the such Shareholder, threatened against or affecting the such Shareholder or any of his or her affiliates before or by any Governmental Authority that could reasonably be expected to materially would impair the ability of the such Shareholder to perform his or her its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Appears in 2 contracts

Samples: Tender and Voting Agreement (Zoll Medical Corp), Tender Agreement (Eurand N.V.)

Absence of Litigation. There As of the date hereof, there is no suit, action, investigation (in the case of investigations, to the knowledge of the Shareholder) or proceeding pending or, to the knowledge of the Shareholder, threatened against or affecting the Shareholder or any of his or her its affiliates before or by any Governmental Authority Entity that could would reasonably be expected to materially impair the ability of the Shareholder to perform his or her its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Appears in 2 contracts

Samples: Support Agreement (TriState Capital Holdings, Inc.), Support Agreement (T-Viii Pubopps Lp)

Absence of Litigation. There is no action, suit, action, investigation or proceeding pending against or, to the knowledge of the ShareholderStockholder, threatened against or affecting the Shareholder Stockholder or any of his or her affiliates Affiliates before or by any Governmental Authority or arbitrator that could reasonably be expected to materially impair the ability of the Shareholder Stockholder to perform his or her obligations hereunder or to consummate the transactions contemplated herebyon a timely basis.

Appears in 2 contracts

Samples: Stockholder Voting Agreement (Omthera Pharmaceuticals, Inc.), Stockholder Voting Agreement (Omthera Pharmaceuticals, Inc.)

Absence of Litigation. There is no suitthreatened, actionlegal, investigation administrative, arbitral or proceeding other proceedings, claims or actions (“Proceedings”) pending against, or, to the knowledge of the Shareholdersuch Company Stockholder, threatened against or affecting the Shareholder or any of his or her affiliates before or by any Governmental Authority affecting, Company Stockholder that could reasonably be expected to would materially impair adversely affect the ability of the Shareholder such Company Stockholder to perform his or her Company Stockholder’s obligations hereunder or to consummate the transactions contemplated herebyhereunder.

Appears in 2 contracts

Samples: Merger Agreement (Glowpoint, Inc.), Merger Agreement (Glowpoint, Inc.)

Absence of Litigation. There is no suit, action, investigation or proceeding pending or, to the knowledge of the Shareholder, threatened against or affecting the Shareholder or any of his or her its affiliates before or by any Governmental Authority that could reasonably be expected to materially impair the ability of the Shareholder to perform his or her its obligations hereunder or to consummate the transactions contemplated hereby.

Appears in 2 contracts

Samples: Voting Agreement (Eastern Virginia Bankshares Inc), Voting Agreement (Southern National Bancorp of Virginia Inc)

Absence of Litigation. There is no suit, action, investigation or proceeding pending or, to the knowledge of the Shareholder, threatened against or affecting the Shareholder or any of his or her its affiliates before or by any Governmental Authority Entity that could reasonably be expected to materially impair the ability of the Shareholder to perform his or her its obligations hereunder under this Agreement or to consummate the transactions contemplated herebyby this Agreement on a timely basis.

Appears in 2 contracts

Samples: Merger Agreement (Stock Yards Bancorp, Inc.), Support Agreement (Stock Yards Bancorp, Inc.)

Absence of Litigation. There is no suit, action, claim, investigation or proceeding pending or, to the knowledge of the Shareholdersuch Stockholder, threatened against or affecting the Shareholder such Stockholder or any of his or her affiliates its Affiliates before or by any Governmental Authority Entity that could would reasonably be expected to materially impair the ability of the Shareholder such Stockholder to perform his or her its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Appears in 2 contracts

Samples: Voting Agreement (Schwab Charles Corp), Voting Agreement (optionsXpress Holdings, Inc.)

Absence of Litigation. There is no suit, action, investigation or proceeding pending or, to the knowledge of the ShareholderStockholder, threatened against or affecting the Shareholder Stockholder or any of his or her affiliates Stockholder’s Affiliates before or by any Governmental Authority that could reasonably be expected to materially impair the ability of the Shareholder Stockholder to perform his or her Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby.hereby on a timely basis. ​

Appears in 1 contract

Samples: Merger Agreement (First Foundation Inc.)

Absence of Litigation. There As of the date hereof, there is no action, suit, action, investigation or proceeding pending against, or, to the knowledge of the Shareholder, threatened against or affecting otherwise affecting, the Shareholder or any of its or his properties or her affiliates before or by any Governmental Authority assets (including the Subject Shares) that could reasonably be expected to materially impair in any material respect the ability of the Shareholder to perform its or his or her obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Appears in 1 contract

Samples: Tender and Support Agreement (Sri Surgical Express Inc)

Absence of Litigation. There is no suit, action, investigation or proceeding pending or, to the knowledge of the Shareholder, threatened against or affecting the Shareholder or any of his or her affiliates Shareholder’s Affiliates before or by any Governmental Authority that could reasonably be expected to materially impair the ability of the Shareholder to perform his or her Shareholder’s obligations hereunder or to consummate the transactions contemplated hereby.hereby on a timely basis. ​

Appears in 1 contract

Samples: Merger Agreement (First Foundation Inc.)

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Absence of Litigation. There As of the date hereof, there is no suit, action, investigation (in the case of investigations, to the knowledge of such Shareholder) or proceeding pending or, to the knowledge of the such Shareholder, threatened against or affecting the such Shareholder or any of his his, her or her its affiliates before or by any Governmental Authority Entity that could would reasonably be expected to materially impair the ability of the such Shareholder to perform his his, her or her its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Appears in 1 contract

Samples: Support Agreement (TriState Capital Holdings, Inc.)

Absence of Litigation. There is no action, suit, actionclaim, proceeding or (to the knowledge of the Selling Shareholder) inquiry or investigation before or proceeding by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Selling Shareholder, threatened against or affecting the Selling Shareholder that could, individually or in the aggregate, have any of his or her affiliates before or by any Governmental Authority that could reasonably be expected to materially impair affect on the ability of the Selling Shareholder to perform his or her its obligations hereunder or pursuant to consummate the transactions contemplated herebyby this Agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (Ediets Com Inc)

Absence of Litigation. There is no suit, action, investigation or proceeding pending or, to the knowledge of the Shareholder, threatened against or affecting the Shareholder or any of his or her its affiliates before or by any Governmental Authority that could reasonably be expected to materially impair the ability of the Shareholder to perform his or her its obligations hereunder under this Agreement or to consummate the transactions contemplated herebyby this Agreement on a timely basis.

Appears in 1 contract

Samples: Merger Agreement (LCNB Corp)

Absence of Litigation. There is no suit, action, investigation or proceeding pending or, to the knowledge of the Shareholder, threatened against or affecting the Shareholder or any of his or her its affiliates before or by any Governmental Authority governmental authority that could reasonably be expected to materially impair the ability of the Shareholder to perform his or her its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Appears in 1 contract

Samples: Merger Agreement (S Y Bancorp Inc)

Absence of Litigation. There is no suit, action, investigation or proceeding pending or, to the knowledge of the Shareholder, threatened against or affecting the Shareholder or any of his or her affiliates Affiliates before or by any Governmental Authority that could reasonably be expected to materially impair the ability of the Shareholder to perform his or her obligations hereunder or to consummate the transactions contemplated hereby.

Appears in 1 contract

Samples: Voting and Standstill Agreement (Access National Corp)

Absence of Litigation. There is no suitclaim, action, proceeding or investigation or proceeding pending or, to the knowledge of the any Shareholder, threatened against or affecting the any Shareholder or any of his or her affiliates their respective Affiliates before or by any Governmental Authority Entity that could reasonably be expected to materially impair the ability of the any Shareholder to perform his or her its obligations hereunder or to consummate the transactions contemplated herebyon a timely basis.

Appears in 1 contract

Samples: Voting Agreement (Luminex Corp)

Absence of Litigation. There is no suit, action, investigation or proceeding pending or, to the knowledge of the Shareholder, threatened against or affecting the Shareholder or any of his or her Shareholder’s affiliates before or by any Governmental Authority that could reasonably be expected to materially impair the ability of the Shareholder to perform his or her Shareholder’s obligations hereunder or to consummate the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Paragon Commercial CORP)

Absence of Litigation. There is no action, suit, actionclaim, proceeding, inquiry or investigation before or proceeding by any court, public board, government agency or self regulatory organization or body pending or, to the knowledge of the ShareholderStockholder, threatened against or affecting the Shareholder or any of his or her affiliates before or by any Governmental Authority Stockholder that could reasonably be expected to materially impair have a material adverse affect on the ability of the Shareholder Stockholder to perform his or her its obligations hereunder or to consummate the transactions contemplated herebyhereunder.

Appears in 1 contract

Samples: Securities Purchase Agreement (Patriot National, Inc.)

Absence of Litigation. There is no suit, action, investigation or proceeding pending or, to the knowledge of the Preferred Shareholder, threatened against or affecting the Preferred Shareholder or any of his or her the Trust’s affiliates before or by any Governmental Authority that could reasonably be expected to materially impair the ability of the Preferred Shareholder to perform his or her the Trust’s obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Appears in 1 contract

Samples: Merger Agreement (Farmers & Merchants Bancorp)

Absence of Litigation. There is no action, suit, actionproceeding or, to the Shareholder’s actual knowledge, investigation (whether judicial, arbitral, administrative or proceeding other) (each an “Action”) pending against, or, to the knowledge of the Shareholder, threatened against or affecting affecting, the Shareholder or any of his or her affiliates before or by any Governmental Authority that could reasonably be expected to materially impair or materially adversely affect the ability of the Shareholder to perform his or her the Shareholder’s obligations hereunder or to consummate the transactions contemplated herebyhereunder.

Appears in 1 contract

Samples: Voting Agreement (CBS Radio Inc.)

Absence of Litigation. There is no suit, action, ------------------------- investigation or proceeding pending or, to the knowledge of the Shareholder, threatened against or affecting the Shareholder or any of his his, her or her its affiliates before or by any Governmental Authority that could reasonably be expected to materially impair the ability of the Shareholder to perform his his, her or her its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Appears in 1 contract

Samples: Merger Agreement (First Federal Banc of the Southwest Inc)

Absence of Litigation. There is no suit, action, investigation or proceeding pending or, to the knowledge of the ShareholderStockholder, threatened against or affecting the Shareholder Stockholder or any of his or her affiliates its Affiliates before or by any Governmental Authority Entity that could reasonably be expected to materially impair the ability of the Shareholder Stockholder to perform his or her its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Appears in 1 contract

Samples: Voting Agreement (Toronto Dominion Bank)

Absence of Litigation. There is no suit, action, investigation or proceeding pending or, to the knowledge of the ShareholderStockholder, threatened against or affecting the Shareholder or any of his or her affiliates Stockholder before or by any Governmental Authority Entity that could reasonably be expected to materially impair the ability of the Shareholder Stockholder to perform his or her its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Appears in 1 contract

Samples: Voting Agreement (Steel Partners Ii Lp)

Absence of Litigation. There is are no suitsuits, actionactions or proceedings pending, investigation or proceeding pending or, to the knowledge of the Shareholder, threatened against or affecting the Shareholder or any of his or her affiliates its Affiliates before or by any Governmental Authority Entity that could reasonably be expected to materially impair the ability of the Shareholder to perform his or her its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Appears in 1 contract

Samples: Voting Agreement (Providence & Worcester Railroad Co/Ri/)

Absence of Litigation. There As of the date hereof, there is no suit, action, investigation (in the case of investigations, to the knowledge of such Shareholder) or proceeding pending or, to the knowledge of the such Shareholder, threatened against or affecting the such Shareholder or any of his his, her or her its affiliates before or by any Governmental Authority that could would reasonably be expected to materially impair the ability of the such Shareholder to perform his his, her or her its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Pacific Premier Bancorp Inc)

Absence of Litigation. There is no suit, action, investigation or proceeding pending or, to the knowledge of the ShareholderStockholder, threatened against or affecting the Shareholder or any of his or her affiliates Stockholder before or by any Governmental Authority Entity that could reasonably be expected to materially impair the ability of the Shareholder Stockholder to perform his or her its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Appears in 1 contract

Samples: Voting Agreement (Wellpoint Inc)

Absence of Litigation. There As of the date hereof, there is no suit, action, investigation or proceeding pending or, to the knowledge of the Shareholder, threatened against or affecting the Shareholder or any of his or her affiliates before or by any Governmental Authority that could reasonably be expected to materially would impair the ability of the Shareholder to perform his or her obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Appears in 1 contract

Samples: Tender Agreement (Eurand N.V.)

Absence of Litigation. There is no suit, action, investigation or proceeding pending or, to the knowledge of the ShareholderInvestor, threatened against or affecting the Shareholder Investor or any of his or her its affiliates before or by any Governmental Authority that could reasonably be expected to materially impair the ability of the Shareholder Investor to perform his or her its obligations hereunder or to consummate the transactions contemplated herebyon a timely basis.

Appears in 1 contract

Samples: Merger Agreement (Pacific Premier Bancorp Inc)

Absence of Litigation. There is no suit, action, investigation or proceeding pending or, to the knowledge of the Shareholder, threatened against or affecting the Shareholder or any of his his, her or her affiliates its Affiliates before or by any Governmental Authority Entity that could reasonably be expected to materially impair the ability of the Shareholder to perform his his, her or her its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Appears in 1 contract

Samples: Merger Agreement (Heritage Commerce Corp)

Absence of Litigation. There is no suit, action, investigation or proceeding pending or, to the knowledge of the ShareholderStockholder, threatened against or affecting the Shareholder or any of his or her affiliates Stockholder before or by any Governmental Authority Entity that could reasonably be expected materially to materially impair the ability of the Shareholder Stockholder to perform his or her its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Appears in 1 contract

Samples: Merger Agreement (Usb Holding Co Inc)

Absence of Litigation. There is no suit, action, investigation or proceeding pending or, to the knowledge of the Shareholder, threatened against or affecting the Shareholder or any of his or her affiliates Affiliates before or by any Governmental Authority Entity that could reasonably be expected to materially impair the ability of the Shareholder to perform his or her obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Appears in 1 contract

Samples: Merger Agreement (Heritage Commerce Corp)

Absence of Litigation. There is no suit, action, investigation or proceeding pending or, to the knowledge of the Shareholder, threatened against or affecting the Shareholder or any of his or her affiliates its Affiliates before or by any Governmental Authority Entity that could reasonably be expected to materially impair the ability of the Shareholder to perform his or her its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Appears in 1 contract

Samples: Merger Agreement (Heritage Commerce Corp)

Absence of Litigation. There is no suit, action, investigation --------------------- or proceeding pending or, to the knowledge of the Shareholdersuch Stockholder, threatened against or affecting the Shareholder or any of his or her affiliates such Stockholder before or by any Governmental Authority that could reasonably be expected to materially impair the ability of the Shareholder such Stockholder to perform his or her its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Appears in 1 contract

Samples: Voting and Support Agreement (Tucker Anthony Sutro)

Absence of Litigation. There As of the date hereof, there is no action, suit, action, investigation or proceeding pending against, or, to the knowledge of the Shareholder, threatened against or affecting the affecting, Shareholder or any of his its properties or her affiliates before or by any Governmental Authority assets (including the Subject Shares) that could would reasonably be expected to materially impair the ability of the Shareholder to perform his or her its obligations hereunder or to consummate the transactions contemplated hereby.

Appears in 1 contract

Samples: Tender and Support Agreement (Taylor Maritime Investments LTD)

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