Adverse Affect Sample Clauses

Adverse Affect. The issuance and sale of the Securities, the listing and trading of the Securities on the NasdaqCM or the consummation of the transactions contemplated by this Agreement and the Funding Documents, is not and will not be, as of the date hereof or at each Applicable Time, adversely affected by the M&A Rules or any official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules (collectively, the “M&A Rules and Related Clarifications”).
Sample 1Sample 2See All (4)
AutoNDA by SimpleDocs
Adverse Affect. Neither this Agreement nor the transactions contemplated hereby, including the assignment to Buyer, by operation of law or otherwise, of any Contract to which Seller is a party, will result in (without any action by Buyer): (i) Buyer granting to any third party any right to or with respect to any Technology owned by, or licensed to, Buyer; (ii) Buyer being bound by, or subject to, any non-compete or other restriction on the operation or scope of its businesses; or (iii) Buyer being obligated to pay any royalties or other amounts to any third party in excess of those payable by Buyer or Seller prior to the Closing. The consummation of the transactions contemplated by this Agreement will neither violate nor result in the breach, modification, cancellation, termination or suspension of Licensed Technology or the loss of, or any adverse effect on, any ownership of any Transferred Technology.
Sample 1
Adverse Affect. (a) If, after the Shelf Registration Statement or another registration statement contemplating the offer or sale of the Registrable Securities has become effective, ebix advises BRiT in writing that ebix considers it necessary or appropriate for such registration statement to be amended or supplemented in order for sales thereunder to be made in compliance with the rules and regulations of the SEC, then BRiT shall suspend any further sale, transfer or other disposition of its Registrable Securities pursuant to such registration statement until ebix advises BRiT that such registration statement has been amended or supplemented and, as so amended or supplemented has been declared effective by the SEC. (b) ebix may delay filing any amendment or supplement to the Shelf Registration Statement, and may cause its effectiveness to be delayed, if ebix advises BRiT in such written notice that the filing of such amendment or supplement would (i) adversely affect the negotiation or completion of a material transaction by ebix contemplated at the time the right to delay is exercised or (ii) involve disclosure obligations not in the best interest of ebix, provided that ebix may delay filing any such amendment or supplement to the registration statement and may cause its effectiveness to be delayed for a period not exceeding 60 days from the date of such written notice to BRiT. (c) The Parties agree that ebix shall have no rights under Section 6.1(b) until January 1, 2002. In addition, the Parties agree that ebix shall not exercise its rights under Section 6.1(b) to the extent such delay would exceed an aggregate of 90 days in any calendar year.
Sample 1
Adverse Affect. Agent shall not conduct its business in such a manner as to adversely affect the business, good standing or reputation of Company.
Sample 1
Adverse Affect. The managing underwriter or underwriters of the underwritten offering advises the Company in writing of its view (together with the reasons therefor) that the distribution of all or a specified portion of the Selling Shareholder's Shares concurrently with the Offered Securities by the underwriters will materially and adversely affect the distribution of the Offered Securities by the underwriters; the Company will promptly furnish the Selling Shareholders with a copy of such writing and may, by written notice to the Selling Shareholders accompanying such writing, require that the distribution of all or a specified portion of the Selling Shareholder's Shares be deferred until the completion of the distribution of such securities by the underwriters, but in no event for a period extending beyond the earlier of the 180th day following the effective date of the registration or qualification and the date of expiration of the last to expire lock-up agreement, if any, entered into by any shareholder of the Company at the request of the underwriters.
Sample 1

Related to Adverse Affect

  • Adverse Proceedings No suit, action, claim or governmental proceeding shall be pending against, and no order, decree or judgment of any court, agency or other governmental authority shall have been rendered against, any party hereto which would render it unlawful, as of the Closing Date, to effect the transactions contemplated by this Agreement in accordance with its terms.

  • Adverse Proceedings, etc There are no Adverse Proceedings, individually or in the aggregate, that could reasonably be expected to have a Material Adverse Effect. Neither Holdings nor any of its Subsidiaries (a) is in violation of any applicable laws (including Environmental Laws) that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, or (b) is subject to or in default with respect to any final judgments, writs, injunctions, decrees, rules or regulations of any court or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

  • Adverse Action The Indenture Trustee need not take an action that it determines might have a material adverse effect on the rights of the Noteholders not consenting to the action.

  • Adverse Agreements Company is not, and will not be as of the Closing Date, a party to any agreement or instrument or subject to any charter or other corporate restriction or any judgment, order, writ, injunction, decree, rule or regulation that materially and adversely affects the condition (financial or otherwise), operations, assets, liabilities, business or prospects of Company, the Business or the Assets.

  • Adverse Actions Take any action or fail to take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI not being satisfied or (iii) a material violation of any provision of this Agreement, except, in each case, as may be required by applicable law or regulation.

  • No Adverse Proceedings On the Closing Date, no action or proceeding shall be pending by any public authority or individual or entity before any court or administrative body to restrain, enjoin, or otherwise prevent the consummation of this Agreement or the transactions contemplated hereby or to recover any damages or obtain other relief as a result of the transactions proposed hereby.

  • Adverse Weather Shall be only weather that satisfies all of the following conditions: (1) unusually severe precipitation, sleet, snow, hail, or extreme temperature or air conditions in excess of the norm for the location and time of year it occurred based on the closest weather station data averaged over the past five years, (2) that is unanticipated and would cause unsafe work conditions and/or is unsuitable for scheduled work that should not be performed during inclement weather (i.e., exterior finishes), and (3) at the Project.

  • No Adverse Proceeding There shall be no pending or threatened claim, action, litigation or proceeding, judicial or administrative, or governmental investigation against Buyer, Seller, GST or the Company, for the purpose of enjoining or preventing the consummation of this Agreement, or otherwise claiming that this Agreement or the consummation hereof is illegal.

  • Litigation; Adverse Effects (a) To the best of Borrower’s knowledge, there is no Proceeding, pending or threatened, against Borrower or any property of Borrower (including the Property), which, if adversely determined, would result in a Material Adverse Effect. (b) Except as disclosed on Schedule 5.11 hereto, Borrower is not (i) in violation of any applicable law, which violation has a Material Adverse Effect, or (ii) subject to or in default with respect to any Court Order which has a Material Adverse Effect.

  • Notice of Default, Litigation and Material Adverse Effect Promptly, and in any event within three Business Days after any officer of Holdings or any of its Subsidiaries obtains knowledge thereof, notice of (i) the occurrence of any event which constitutes a Default or an Event of Default, (ii) any litigation or governmental investigation or proceeding pending against Holdings or any of its Subsidiaries (x) which, either individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect or (y) with respect to any Credit Document, or (iii) any other event, change or circumstance that has had, or would reasonably be expected to have, a Material Adverse Effect.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!