Common use of Actions or Proceedings Clause in Contracts

Actions or Proceedings. No action or proceeding by any Governmental Authority or other Person shall have been instituted or threatened which could enjoin, restrain or prohibit, or could result in substantial damages in respect of, any provision of this Agreement or the consummation of the transactions contemplated hereby.

Appears in 9 contracts

Samples: Stock Purchase Agreement (Imprimis Pharmaceuticals, Inc.), Stock Purchase Agreement (Dutch Gold Resources Inc), Stock Purchase Agreement (Dutch Gold Resources Inc)

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Actions or Proceedings. No action or proceeding by any Governmental Authority or other Person shall have been instituted or threatened which could enjoin, restrain or prohibit, or could result in substantial damages in respect of, any provision of this Agreement or any of the Related Agreements or the consummation of the transactions contemplated herebyhereby or thereby or any integration of any operations of the Company with those of the Buyer and its Affiliates.

Appears in 4 contracts

Samples: Stock Purchase Agreement (Joshua Tree Construction Inc), Stock Purchase Agreement (Vacation Ownership Marketing Inc), Stock Purchase Agreement (Pacel Corp)

Actions or Proceedings. No action or proceeding by any Governmental Authority or other Person shall have been instituted or threatened which (a) is likely to have a Target Material Adverse Effect; or (b) could enjoin, restrain or prohibit, or could result in substantial damages in respect of, any provision of this Agreement or the consummation of the transactions contemplated hereby.

Appears in 3 contracts

Samples: Merger Agreement (Selena Pharmeceuticals Inc), Merger Agreement (Orion Acquisition Corp Ii), Merger Agreement (Orion Acquisition Corp Ii)

Actions or Proceedings. No action or proceeding by any Governmental Authority governmental authority or other Person person shall have been instituted or threatened which which: (a) is likely to have a material adverse effect; or (b) could enjoin, restrain or prohibit, or could result in substantial damages in respect of, any provision of this Agreement or the consummation of the transactions contemplated hereby.

Appears in 3 contracts

Samples: Change of Control Agreement (Brownshire Holdings, Inc.), Control Transfer Agreement (United Restaurant Management, Inc.), Change of Control Agreement (Brownshire Holdings, Inc.)

Actions or Proceedings. No action or proceeding by any Governmental Authority court or other Person governmental authority or other person or entity shall have been instituted or threatened which could enjoin, restrain enjoin or prohibit, or could result in substantial damages in respect of, prohibit any provision of this Agreement or the consummation of the transactions contemplated hereby.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Sonus Pharmaceuticals Inc), Securities Purchase Agreement (Sonus Pharmaceuticals Inc)

Actions or Proceedings. No action or proceeding by any Governmental Authority or other Person shall have been instituted or threatened which could enjoin, restrain or prohibit, or could result in substantial damages in respect of, any provision of this Agreement or any Related Agreement or the consummation of the transactions contemplated herebyhereby or thereby.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Unimark Group Inc), Asset Purchase Agreement (Clickaction Inc)

Actions or Proceedings. No action or proceeding by any Governmental Authority or other Person shall have been instituted or threatened which which: (a) is likely to have a Target Material Adverse Effect; or (b) could enjoin, restrain or prohibit, or could result in substantial damages in respect of, any provision of this Agreement or the consummation of the transactions contemplated hereby.

Appears in 2 contracts

Samples: Merger Agreement (Desert Hawk Gold Corp.), Merger Agreement (Alynx, Co.)

Actions or Proceedings. No action or proceeding by any Governmental Authority or other Person shall have been instituted or threatened which could that would reasonably be expected to enjoin, restrain or prohibit, or could would reasonably be expected to result in substantial damages in respect of, the performance of any provision of this Agreement or the consummation of the transactions contemplated herebyContemplated Transactions.

Appears in 2 contracts

Samples: Asset Purchase Agreement (M Wave Inc), Asset Purchase Agreement (M Wave Inc)

Actions or Proceedings. No action or proceeding by any Governmental Authority or other Person shall have been instituted or threatened which enjoins, restrains, prohibits or results in substantial damages in respect of, or could enjoin, restrain restrain, prohibit or prohibit, or could result in substantial damages in respect of, any provision of this Agreement or any Related Agreement or the consummation of the transactions contemplated herebyhereby or thereby.

Appears in 2 contracts

Samples: Interest Purchase Agreement (Ameritrade Holding Corp), Merger Agreement (Ameritrade Holding Corp)

Actions or Proceedings. No action or proceeding by any Governmental Authority or other Person shall have been instituted or threatened which could enjoins, restrains or prohibits or would enjoin, restrain or prohibit, or could might result in substantial damages in respect of, any provision of and no court order shall have been entered which enjoins, restrains or prohibits, or resulted in substantial damages in respect of, this Agreement or the consummation of the transactions contemplated hereby.by this Agreement. 6.5

Appears in 1 contract

Samples: Vend in Agreement

Actions or Proceedings. No action or proceeding by any Governmental Authority governmental authority or other Person person shall have been instituted or threatened which could enjoin, restrain or prohibit, or could result in substantial damages in respect of, any provision of this Agreement or the consummation of the transactions contemplated hereby.; and

Appears in 1 contract

Samples: Stock Purchase Agreement (DigitalTown, Inc.)

Actions or Proceedings. No action or proceeding by any ----------------------------------- Governmental Authority or other Person shall have been instituted or threatened which could seeks to enjoin, restrain or prohibit, or could result in seeks substantial damages in respect of, any provision of this Agreement or the consummation of the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Corvis Corp)

Actions or Proceedings. No action or proceeding by any Governmental Authority or other Person shall have been instituted or threatened which enjoins, restrains, prohibits or results in substantial damages in respect of, or could enjoin, restrain restrain, prohibit or prohibit, or could result in substantial damages in respect of, any provision of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby.hereby or thereby. CLOSING

Appears in 1 contract

Samples: Stock Purchase Agreement (Mmi Products Inc)

Actions or Proceedings. No action or proceeding by any Governmental Authority or other Person shall have been instituted or threatened which could enjoin, restrain or prohibit, or could result in substantial damages in respect of, any provision of this Agreement or the Related Agreements or the consummation of the transactions contemplated herebyhereby or thereby.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Launch Media Inc)

Actions or Proceedings. No action or proceeding by any Governmental Authority shall have been instituted or threatened, and no action or proceeding by other Person shall have been instituted instituted, which (a) is reasonably likely to have a Material Adverse Effect on the Corporation or threatened which could the Subsidiaries, or (b) is reasonably likely to enjoin, restrain or prohibit, or could is reasonably likely to result in substantial damages in respect of, any provision of this the Agreement or the consummation of the transactions contemplated hereby.

Appears in 1 contract

Samples: Merger Agreement (American Real Estate Partners L P)

Actions or Proceedings. No action or proceeding by any Governmental Authority or other Person person shall have been instituted or threatened which could would enjoin, restrain or prohibit, or could might result in substantial damages in respect of, any provision of this Agreement and no court order shall have been entered which enjoins, restrains or prohibits, the consummation of the transactions contemplated herebyTransactions.

Appears in 1 contract

Samples: Asset Purchase Agreement (Jb Oxford Holdings Inc)

Actions or Proceedings. No action or proceeding by any Governmental Authority or other Person shall have been instituted or threatened which which: (a) is likely to constitute a Material Adverse Effect; or (b) could enjoin, restrain or prohibit, or could result in substantial damages in respect of, any provision of this Agreement or the consummation of the transactions contemplated hereby.

Appears in 1 contract

Samples: Stock Exchange and Acquisition Agreement (BlueOne Card, Inc.)

Actions or Proceedings. No action or proceeding by any Governmental Authority or other Person shall have been instituted or threatened which could enjoins, restrains or prohibits or would enjoin, restrain or prohibit, or could might result in substantial damages in respect of, any provision of and no court order shall have been entered which enjoins, restrains or prohibits, or resulted in substantial damages in respect of, this Agreement or the consummation of the transactions as contemplated hereby.by this Agreement. 7.5

Appears in 1 contract

Samples: Vend in Agreement

Actions or Proceedings. No action or proceeding by any Governmental ---------------------- Authority or other Person shall have been instituted or threatened which could enjoin, restrain or prohibit, or could result in substantial damages in respect of, any provision of this Agreement or any of the Related Agreements or the consummation of the transactions contemplated hereby.

Appears in 1 contract

Samples: Stock Purchase Agreement (CFW Communications Co)

Actions or Proceedings. No action or proceeding by any Governmental Authority or other Person shall have been instituted or threatened which could likely enjoin, restrain or prohibit, or could result in substantial damages in respect of, any provision of this the Agreement or any of the Related Agreements or the consummation of the transactions contemplated herebyhereby or thereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Health Power Inc /De/)

Actions or Proceedings. No action or proceeding by any Governmental Authority or other Person shall have been instituted or threatened which could enjoin, restrain or prohibit, or could result in substantial damages in respect of, any provision of this Agreement or the consummation of the transactions contemplated herebyby this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Poindexter J B & Co Inc)

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Actions or Proceedings. No action or proceeding by any Governmental Authority or any other Person shall have been instituted or threatened which could would enjoin, restrain or prohibit, or could might result in substantial damages in respect of, any provision of this Agreement and no court order shall have been entered which enjoins, restrains or prohibits, the consummation of the transactions contemplated herebyTransactions.

Appears in 1 contract

Samples: Asset Purchase Agreement (Jb Oxford Holdings Inc)

Actions or Proceedings. No action or proceeding by any Governmental Authority governmental authority or other Person person shall have been instituted or threatened which could enjoin, restrain or prohibit, or could result in substantial damages in respect of, any provision of this Agreement or the consummation of the transactions contemplated hereby.

Appears in 1 contract

Samples: Stock Purchase Agreement (DigitalTown, Inc.)

Actions or Proceedings. No action or proceeding by any Governmental Authority or other Person shall have been instituted or threatened which could enjoins, restrains or prohibits or would enjoin, restrain or prohibit, or could might result in substantial damages in respect of, any provision of and no court order shall have been entered which enjoins, restrains or prohibits, or resulted in substantial damages in respect of, this Agreement or the consummation of the transactions as contemplated herebyby this Agreement.

Appears in 1 contract

Samples: Vend in Agreement (Wolverine Exploration Inc.)

Actions or Proceedings. No action or proceeding by any Governmental ---------------------- Authority or other Person shall have been instituted or threatened which could enjoin, restrain or prohibit, or could result in substantial damages in respect of, of any provision of this Agreement or any of the Related Agreements or the consummation of the transactions contemplated hereby.

Appears in 1 contract

Samples: Stock Purchase Agreement (CFW Communications Co)

Actions or Proceedings. No action or proceeding by any ----------------------------------- Governmental Authority or other Person shall have been instituted or threatened which could (a) seeks to enjoin, restrain or prohibit, or could result in seeks substantial damages in respect of, any provision of this Agreement or the consummation of the transactions contemplated herebyhereby or any integration of the operations of the Company with those of Purchaser and its Affiliates.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Corvis Corp)

Actions or Proceedings. No action or proceeding by any ---------------------- Governmental Authority or other Person shall have been instituted or threatened which could enjoin, restrain or prohibit, or could result in substantial damages in respect of, any provision of this Agreement or any of the Related Agreements or the consummation of the transactions contemplated hereby.

Appears in 1 contract

Samples: Stock Purchase Agreement (Advanced Communications Group Inc/De/)

Actions or Proceedings. No action or proceeding by any Governmental Authority or other Person shall have been instituted or threatened which which: (a) is likely to constitute an Fidelity Material Adverse Effect; or (b) could enjoin, restrain or prohibit, or could result in substantial damages in respect of, any provision of this Agreement or the consummation of the transactions contemplated hereby.

Appears in 1 contract

Samples: Merger Agreement (PSM Holdings Inc)

Actions or Proceedings. No action or proceeding by any Governmental Authority or other Person shall have been instituted or threatened which (a) might have a Material Adverse Effect, or (b) could enjoin, restrain or prohibit, or could result in substantial damages in respect of, any provision of this Agreement or the consummation of the transactions contemplated herebyby this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Poindexter J B & Co Inc)

Actions or Proceedings. No action or proceeding by any Governmental Authority governmental authority or any other Person shall have been instituted or threatened which could would enjoin, restrain or prohibit, or could might result in substantial damages in respect of, any provision of this Agreement or the consummation of the transactions contemplated herebyby this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Baker J Inc)

Actions or Proceedings. No action or proceeding by any Governmental Authority or other Person shall have been instituted or threatened which could enjoins, restrains or prohibits or would enjoin, restrain or prohibit, or could might result in substantial damages in respect of, any provision of and no court order shall have been entered which enjoins, restrains or prohibits, or resulted in substantial damages in respect of, this Agreement or the consummation of the transactions contemplated herebyby this Agreement.

Appears in 1 contract

Samples: Vend in Agreement (Wolverine Exploration Inc.)

Actions or Proceedings. No action or proceeding by any Governmental Authority or other Person shall have been instituted or threatened which (a) might have a Material Adverse Effect or (b) could enjoin, restrain or prohibit, or could result in substantial damages in respect of, any provision of this Agreement or any Related Agreement or the consummation of the transactions contemplated herebyhereby or thereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Clickaction Inc)

Actions or Proceedings. No action or proceeding by any Governmental Authority or other Person shall have been instituted or threatened which could enjoin, restrain or prohibit, or could result in substantial damages in respect of, any provision of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby.hereby or thereby

Appears in 1 contract

Samples: Asset Purchase Agreement (Devry Inc)

Actions or Proceedings. No action or proceeding by any Governmental Authority shall have been instituted or threatened, and no action or proceeding by any other Person shall have been instituted instituted, which (a) is reasonably likely to have a Material Adverse Effect on the Corporation or threatened which could the Subsidiaries, or (b) is reasonably likely to enjoin, restrain or prohibit, or could is reasonably likely to result in substantial damages in respect of, any provision of this the Agreement or the consummation of the transactions contemplated hereby.

Appears in 1 contract

Samples: Merger Agreement (American Real Estate Partners L P)

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