Adverse Proceeding Clause Samples

The Adverse Proceeding clause defines the rights and obligations of parties if one of them becomes involved in a legal or regulatory action that could negatively impact the agreement or its subject matter. Typically, this clause outlines the steps a party must take to notify the other party of such proceedings, and may require cooperation or allow for certain remedies, such as suspension or termination of the agreement. Its core function is to manage risk and provide a clear process for addressing situations where external legal actions threaten the stability or enforceability of the contract.
Adverse Proceeding. A Proceeding must not be pending or threatened before, and a law or order must not have been issued, adopted, enacted, entered, enforced, or held applicable to the Transactions by, any Governmental Authority or any state or federal court in the United States of America or other government that directly or indirectly does or seeks to do any of the following: (i) declare the offer or sale of the Note, the Warrants, or the Drawdown Shares to be illegal; or (ii) permanently enjoin, restrain, or otherwise prohibit the sale of the Note, the Warrants, or the Drawdown Shares pursuant to this Agreement. A waiver of any condition precedent to the closing obligations of the Company will be valid and effective if approved in writing by the President and Chief Executive Officer of the Company, and any unsatisfied condition precedent will be deemed waived (without further action) by the closing of the Transactions. The President and Chief Executive Officer of the Company may waive any condition precedent to the Company’s closing obligations without any notice to, or further approval of, the Company’s stockholders or board of directors.
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Adverse Proceeding. A Proceeding must not be pending or threatened before, and a law or order must not have been issued, adopted, enacted, entered, enforced, or held applicable to the Transactions by, any Governmental Authority or any state or federal court in the United States or other government that directly or indirectly does or seeks to do any of the following: (i) declare the offer or sale of the Note, the Warrants, or the Drawdown Shares to be illegal; or (ii) permanently enjoin, restrain, or otherwise prohibit the sale of the Note, the Warrants, or the Drawdown Shares pursuant to this Agreement;
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Adverse Proceeding. Any Borrower or any Affiliate of any Borrower shall obtain court authorization to commence, or shall commence, join in, assist or otherwise participate as an adverse party in any suit or other Adverse Proceeding against any Agent or Lender regarding the DIP Facility or the Restructuring Support Agreement;
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Adverse Proceeding. No litigation, action, investigation, event, or proceeding is pending or, to Guarantor’s Knowledge is threatened, by any Person or Governmental Authority against Guarantor, that has had or could reasonably be expected to have a Guarantor Material Adverse Effect.
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Adverse Proceeding. Any DIP Note Party shall obtain court authorization to commence, or shall commence, join in, assist or otherwise participate as an adverse party in any suit or other Adverse Proceeding against Collateral Agent, Purchaser, Pre-Petition Purchasers or Pre-Petition Note Purchase Agent regarding the DIP Note Documents or Pre-petition Note Documents; or
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Adverse Proceeding. A Proceeding must not be pending or threatened before, and a law or order must not have been issued, adopted, enacted, entered, enforced, or held applicable to the Transactions by, any governmental authority or any state or federal court in the United States of America that directly or indirectly does or seeks to do any of the following: (i) declare the purchase or ownership of the Shares by Investor to be illegal; (ii) prohibit Investor from fully exercising all voting and other rights and privileges attendant to the Shares; or (iii) enjoin, restrain, or otherwise prohibit the acquisition or ownership of the Shares by Investor or the full exercise by Investor of all voting and other rights and privileges attendant to the Shares. A waiver of any condition precedent to the closing obligations of the Company, the Subsidiaries, and the Managing Shareholders will be valid and effective if approved orally or in writing by an executive officer of the Company, and any unsatisfied condition precedent will be deemed waived (without further action) by the Closing of the Transactions. Any executive officer of the Company may waive any condition precedent to the closing obligations of the Company, the Subsidiaries, and the Managing Shareholders, without any notice to, or approval of, the Subsidiaries, the Managing Shareholders, the board of directors of the Company or the Subsidiaries, or any other shareholders of the Company.
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Adverse Proceeding. No Proceeding by any Governmental Authority (including the Attorney General) has been instituted or threatened to restrain or prohibit the transactions contemplated by this agreement, no Governmental Authority (including the Attorney General) has taken any other action or made any request of Seller or Buyer as a result of which Seller reasonably and in good ▇▇▇▇▇ ▇▇▇▇▇ it inadvisable to proceed with the transactions contemplated by this agreement, and no order is in effect restraining, enjoining or otherwise preventing consummation of the transactions contemplated by this agreement.
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Adverse Proceeding. A Proceeding must not be pending or threatened before, and a law or order must not have been issued, adopted, enacted, entered, enforced, or held applicable to the Transactions by, any governmental authority, any judicial tribunal in Canada, or any state or federal court in the United States of America that directly or indirectly does or seeks to do any of the following: (i) declare the purchase or ownership by Investor of the Shares to be illegal; (ii) prohibit Investor from fully exercising all voting and other rights and privileges attendant to the Shares; or (iii) enjoin, restrain, or otherwise prohibit the acquisition or ownership of the Shares by Investor or the full exercise by Investor of all voting and other rights and privileges attendant to the Shares;
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Related to Adverse Proceeding

  • Adverse Proceedings No action or proceeding by or before any court or other governmental body shall have been instituted or threatened by any governmental body or person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might affect the right of the Seller to transfer the Assets.

  • 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.

  • 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.

  • 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 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.