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 (a) might have a Company 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 of the Related Agreements or the consummation of the transactions contemplated hereby or thereby or any integration of any operations of the Company with those of Buyer and its Affiliates.

Appears in 7 contracts

Samples: Stock Purchase Agreement (Momentum Holdings Corp), Stock Purchase Agreement (Midwest Merger Management LLC), Stock Purchase Agreement (Edgar Filingnet 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 (a) might have a Company 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 of the Related Agreements or the consummation of the transactions contemplated hereby or thereby or any integration of any operations of the Company with those of Buyer and its Affiliates, including its Subsidiaries.

Appears in 6 contracts

Samples: Stock Purchase Agreement (Cheshire Distributors Inc), Stock Purchase Agreement (Edgar Filingnet Inc), Stock Purchase Agreement (Momentum Holdings Corp)

Actions or Proceedings. No action or proceeding by any Governmental Authority or other Person shall have been instituted or threatened which (a) might is reasonably likely to have a Company 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 of the Related Agreements or the consummation of the transactions contemplated hereby or thereby or prohibit any integration of any operations of the Company with those of Buyer and its Affiliatesthe Parent Corporation or Parent Corporation's Subsidiaries.

Appears in 3 contracts

Samples: Merger Agreement (CFM Technologies Inc), Merger Agreement (Mattson Technology Inc), Merger Agreement (CFM Technologies Inc)

Actions or Proceedings. No action or proceeding by any Governmental Authority or other Person shall have been instituted or threatened which which: (a) might have a Company Material Adverse EffectEffect or Change, or or (b) 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 or thereby or any integration of any operations of the Company with those of the Buyer and its Affiliates.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Joshua Tree Construction Inc), Stock Purchase Agreement (Thomson & Kernaghan Co LTD)

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 or threatened instituted, which (a) might is reasonably likely to have a Company Material Adverse EffectEffect on the Company or any of the Subsidiaries, or (b) could 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 any of the Related Agreements or the consummation of the transactions contemplated hereby or thereby or any integration of any operations of the Company with those of Buyer and its Affiliateshereby.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (American Real Estate Partners L P), Purchase Agreement (American Real Estate Partners L P)

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 Company Material Adverse Effect, Effect or (b) 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 Agreement or the consummation of the transactions contemplated hereby or thereby or any integration of any operations the Business with that of the Company with those of Buyer Purchaser and its Affiliates.

Appears in 2 contracts

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

Actions or Proceedings. No action or proceeding by any Governmental Authority or other Person shall have been instituted or threatened which which: (a) might have a Company Material Adverse Effect, or or (b) 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 or thereby or any integration of any operations of the Company with those of the Buyer and its Affiliates.

Appears in 1 contract

Samples: Stock Purchase Agreement (Vacation Ownership Marketing Inc)

Actions or Proceedings. No action or proceeding by any Governmental Authority or other Person shall have has been instituted or threatened which which: (a) might is likely to have a Company 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 of the Related Agreements or the consummation of the transactions contemplated hereby or thereby or any integration of any operations of the Company with those of Buyer and its Affiliateshereby.

Appears in 1 contract

Samples: Stock Purchase Agreement (Songbird Development Inc.)

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Actions or Proceedings. No Except as set forth in Exhibit 3.21, no action or proceeding by any Governmental Authority or other Person shall have been instituted or threatened which which: (a) might have a Company Material Adverse EffectEffect or Change, or or (b) 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 or thereby or any integration of any operations of the Company with those of the Buyer and its Affiliates.

Appears in 1 contract

Samples: 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) might have a Company 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 of the Related Agreements or the consummation of the transactions contemplated hereby or thereby or any integration of any operations of the Company Seller with those of Buyer Purchaser and its Affiliates.

Appears in 1 contract

Samples: Asset Purchase Agreement (Us Home Systems Inc)

Actions or Proceedings. No action or proceeding by any Governmental Authority or other Person shall have been instituted or threatened which (a) might has had or would reasonably be expected to have a Company 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 of the Related Agreements or the consummation of the transactions contemplated hereby or thereby or any integration of any the operations of the Company or the Subsidiary with those of Buyer Public Company and its Affiliates.

Appears in 1 contract

Samples: Contribution Agreement (Diametrics Medical Inc)

Actions or Proceedings. No action or proceeding by any Governmental Authority or other Person shall have been instituted or threatened which that: (a) might would likely have a Company Material Adverse Effect, ; or (b) could would likely enjoin, restrain or prohibit, or could would likely 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 or thereby thereby, or any integration of any operations of the Company with those of Buyer Purchaser and its Affiliates.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Launch Media Inc)

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