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.
Appears in 11 contracts
Samples: Asset Purchase Agreement (Ace Cash Express Inc/Tx), Asset Purchase Agreement (Amtech Systems Inc), Asset Purchase Agreement (Amtech Systems Inc)
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 AgreementAgreement or which might affect the right of the Buyer to own or use the Assets after the Closing.
Appears in 10 contracts
Samples: Asset Purchase Agreement (Choices Entertainment Corp), Asset Purchase Agreement (West Coast Entertainment Corp), Asset Purchase Agreement (West Coast Entertainment Corp)
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 AgreementAgreement or which might affect the right of the Stockholders to transfer the Shares.
Appears in 4 contracts
Samples: Stock Purchase Agreement (Open Solutions Inc), Stock Purchase Agreement (Advanced Energy Industries Inc), Stock Purchase Agreement (Breed Technologies Inc)
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 AgreementAgreement or which might affect the right of the Stockholders to transfer the Shares.
Appears in 4 contracts
Samples: Stock Purchase Agreement (On Technology Corp), Stock Purchase Agreement (Switchboard Inc), Stock Purchase Agreement (Lifeline Systems Inc)
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 AgreementAgreement or which might affect the right of the Buyer to own the Shares or to own or operate the business of the Company and the Subsidiaries after the Closing.
Appears in 4 contracts
Samples: Stock Purchase Agreement (Advanced Energy Industries Inc), Share Purchase Agreement (International Integration Inc), Stock Purchase Agreement (Breed Technologies Inc)
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 AgreementAgreement or which might affect the right of the Company to transfer the Acquired Assets.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Healthgate Data Corp), Intellectual Property Rights Purchase Agreement (Geac Computer Systems Inc), Asset Purchase Agreement (Geac Computer Systems Inc)
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 AgreementAgreement or which might affect the right of the Buyer to own the Shares or to own or operate the business of the Company after the Closing.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Switchboard Inc), Stock Purchase Agreement (Lifeline Systems Inc), Stock Purchase Agreement (Open Market Inc)
Adverse Proceedings. No action action, suit or proceeding by or before any court or other governmental body shall have been instituted or threatened by any governmental body or other person whatsoever which shall seek seeks to restrain, prohibit or invalidate the transactions any transaction contemplated by this Agreementhereby.
Appears in 3 contracts
Samples: Settlement Agreement (Mercury Air Group Inc), Settlement Agreement (Mercury Air Group Inc), Settlement Agreement (Mercury Air Group Inc)
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 AgreementAgreement or which might affect the right of the Sellers to transfer the Assets.
Appears in 3 contracts
Samples: Asset Purchase Agreement (West Coast Entertainment Corp), Asset Purchase Agreement (West Coast Entertainment Corp), Asset Purchase Agreement (West Coast Entertainment Corp)
Adverse Proceedings. No action or proceeding by or before any court or other governmental body Governmental Entity shall have been instituted or threatened by any governmental body or person whatsoever which that shall seek to restrain, prohibit or invalidate the transactions contemplated by this AgreementAgreement or that might affect the right of the Stockholder to transfer the Shares.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Centene Corp), Stock Purchase Agreement (Centene Corp)
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 AgreementAgreement or which might affect the right of the Seller to transfer the Assets.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Peritus Software Services Inc), Asset Purchase Agreement (Nucycle Therapy Inc)
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.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Happy Kids Inc), Asset Purchase Agreement (I Incubator Com Inc)
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.Agreement or which might affect the right of the Seller
Appears in 2 contracts
Samples: Asset Purchase Agreement (Ascent Pediatrics Inc), Asset Purchase Agreement (Ascent Pediatrics Inc)
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 AgreementAgreement or which might affect the right of the Company to transfer the Assets.
Appears in 2 contracts
Samples: Purchase Agreement (Penwest Pharmaceuticals Co), Purchase Agreement (Penwest Pharmaceuticals Co)
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 rights of Seller contemplated by this Agreement.
Appears in 2 contracts
Samples: Asset Purchase and License Agreement (Micrografx Inc), Asset Purchase and License Agreement (Micrografx Inc)
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 AgreementAgreement or which might affect the right of the Buyer to own or use the Assets after the Closing.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Unidigital Inc), Asset Purchase Agreement (Intermet Corp)
Adverse Proceedings. No action or proceeding by or before any court or other governmental body shall have been instituted or or, to the best knowledge of the parties hereto, threatened by any governmental body or person whatsoever (i) which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement., including the Merger or
Appears in 1 contract
Adverse Proceedings. No action or proceeding by or before any court or other governmental body ------------------- Governmental Entity shall have been instituted or threatened by any governmental body Governmental Entity or person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this AgreementAgreement or which might affect the right of the Seller to transfer the Acquired Assets.
Appears in 1 contract
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 AgreementAgreement or which might affect the right of the Company to issue and deliver the Shares.
Appears in 1 contract
Adverse Proceedings. No action action, suit or proceeding by or before any court or other governmental body shall have been instituted or threatened by any governmental body or other person whatsoever other than a party hereto which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement.. 8.6
Appears in 1 contract
Adverse Proceedings. No action or proceeding by or before any court or other governmental body ------------------- Governmental Entity shall have been instituted or threatened by any governmental body Governmental Entity or person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this AgreementAgreement or which might affect the right of a Seller to transfer the Acquired Assets.
Appears in 1 contract
Adverse Proceedings. No action or proceeding by or before any court or other governmental body Governmental Authority shall have been instituted or, to the Parent’s or the Company’s knowledge, threatened in writing by any governmental body Governmental Authority or person Person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement.
Appears in 1 contract
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 Merger or the other transactions contemplated by this AgreementAgreement and Plan of Merger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Peritus Software Services Inc)
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 AgreementAgreement or which might affect the right of the Sellers to transfer the Property.
Appears in 1 contract
Samples: Purchase Agreement (Ski Lifts Inc)
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 Interest or consummate the other transactions contemplated by this Agreement.
Appears in 1 contract
Adverse Proceedings. No action action, suit or proceeding by or before any court or other governmental body shall have been instituted or threatened by any governmental body or other person whatsoever other than a party hereto which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement.. 9.5
Appears in 1 contract
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 AgreementAgreement or which might affect the right of the Parent to transfer the Shares.
Appears in 1 contract
Adverse Proceedings. No action or proceeding by or before any court or other governmental body Governmental Authority shall have been instituted or, to the Buyer’s or the Companies’ Knowledge, threatened (in writing) by any governmental body or person whatsoever Governmental Authority which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Town Sports International Holdings Inc)
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 AgreementAgreement or which might affect the right of Inclusion to own or use the Assets after the date hereof.
Appears in 1 contract
Adverse Proceedings. No action or proceeding by or before any court or other governmental body Governmental Entity shall have been instituted or threatened by any governmental body Governmental Entity or person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this AgreementAgreement or which might affect the right of the Seller to transfer the Assets.
Appears in 1 contract
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 AgreementAgreement and the agreements provided for herein or which might affect the right of the Seller to transfer the Assets.
Appears in 1 contract
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 AgreementAgreement or which might affect the right of the Parent to transfer the Shares.
Appears in 1 contract
Samples: Stock Purchase Agreement (Mechanical Technology Inc)
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, restrain prohibit or invalidate the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Services Agreement (Lydall Inc /De/)
Adverse Proceedings. No action or proceeding by or before any ------------------- court or other governmental body shall have been instituted or threatened Threatened by any governmental body or person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this AgreementAgreement or which could be reasonably expected to affect the ability of Seller to consummate the transactions contemplated hereby.
Appears in 1 contract
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 AgreementAgreement or which might affect the right of the Buyer to own or use the Assets after the date hereof.
Appears in 1 contract
Adverse Proceedings. No action or proceeding by or before ------------------- any court or other governmental body shall have been instituted or threatened Threatened by any governmental body or person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this AgreementAgreement or which could be reasonably expected to materially affect the ability of Buyer to consummate the transactions contemplated hereby.
Appears in 1 contract