Absence of Options or Proceedings, etc Sample Clauses

Absence of Options or Proceedings, etc. Other than this Agreement, the Vendor has not entered into any other agreement with respect to the Purchased Shares, and there is no contract, agreement or option binding upon or which may become binding upon the Vendor to sell, transfer, assign, pledge, charge, mortgage or in any other way dispose of or encumber any of the Purchased Shares to be sold by the Vendor or giving anyone a claim against or a right or ability to acquire any of, or any interest in, the Purchased Shares to be sold by the Vendor. No Proceedings relating to the Purchased Shares are pending or, to the Vendor's knowledge, threatened in writing, against the Vendor or any of its Affiliates, by or before any Governmental Authority that either individually or in the aggregate would, or would reasonably be likely to, adversely effect the Vendor's right to transfer the Purchased Shares to the Purchasers hereunder or materially delay the consummation of the transactions contemplated hereby;