Adverse Proceeding Sample Clauses

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. 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 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 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 xxxxx xxxxx 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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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. 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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Related to Adverse Proceeding

  • 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.

  • 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.

  • 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.

  • Material Litigation Promptly after the commencement thereof, notice of all actions, suits, investigations, litigation and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting any Loan Party or any of its Subsidiaries of the type described in Section 4.01(f), and promptly after the occurrence thereof, notice of any material adverse change in the status or the financial effect on any Loan Party or any of its Subsidiaries of the Material Litigation from that described on Schedule 4.01(f) hereto.

  • No Litigation Threatened No action or proceedings shall have been instituted or threatened before a court or other government body or by any public authority to restrain or prohibit any of the transactions contemplated hereby.

  • No Adverse Litigation There shall not be pending or threatened any action or proceeding by or before any court or other governmental body which shall seek to restrain, prohibit, invalidate or collect damages arising out of the transactions contemplated hereby, and which, in the judgment of Purchaser, makes it inadvisable to proceed with the transactions contemplated hereby.

  • Environmental Claims Each Obligor shall (through the Company), promptly upon becoming aware of the same, inform the Facility Agent in writing of: (a) any Environmental Claim against any member of the Group which is current, pending or threatened; and (b) any facts or circumstances which are reasonably likely to result in any Environmental Claim being commenced or threatened against any member of the Group, where the claim, if determined against that member of the Group, has or is reasonably likely to have a Material Adverse Effect.

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