Compliance; Permits; Restrictions. (a) The Company is, and has been in material compliance with all applicable Laws. No investigation, claim, suit, proceeding, audit, Order or other Legal Proceeding or action by any Governmental Authority is pending or, to the Knowledge of the Company, threatened against the Company. There is no agreement or Order binding upon the Company which (i) has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of the Company, any acquisition of material property by the Company or the conduct of business by the Company as currently conducted, (ii) is reasonably likely to have an adverse effect on the Company’s ability to comply with or perform any covenant or obligation under this Agreement or (iii) is reasonably likely to have the effect of preventing, delaying, making illegal or otherwise interfering with the Contemplated Transactions.
Appears in 3 contracts
Samples: Acquisition Agreement (MingZhu Logistics Holdings LTD), Agreement and Plan of Merger and Reorganization (ARCA Biopharma, Inc.), Agreement and Plan of Merger (Magenta Therapeutics, Inc.)
Compliance; Permits; Restrictions. (a) The Company is, and since January 1, 2020, has been in material compliance with all applicable Laws. No investigation, claim, suit, proceeding, audit, Order or other Legal Proceeding or action by any Governmental Authority is pending or, to the Knowledge of the Company, threatened against the Company. There is no agreement or Order binding upon the Company which (i) has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of the Company, any acquisition of material property by the Company or the conduct of business by the Company as currently conducted, (ii) is reasonably likely to have an adverse effect on the Company’s ability to comply with or perform any covenant or obligation under this Agreement or (iii) is reasonably likely to have the effect of preventing, delaying, making illegal or otherwise interfering with the Contemplated Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Neoleukin Therapeutics, Inc.)
Compliance; Permits; Restrictions. (a) The Company is, and since January 1, 2016 has been been, in compliance in all material compliance respects with all applicable Laws. No investigation, claim, suit, proceeding, audit, Order audit or other Legal Proceeding or action by any Governmental Authority is pending or, to the Knowledge of the Company, threatened against the Company. There is no agreement or Order binding upon the Company which (i) has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of the Company, any acquisition of material property by the Company or the conduct of business by the Company as currently conducted, (ii) is reasonably likely to have an adverse effect on the Company’s ability to comply with or perform any covenant or obligation under this Agreement Agreement, or (iii) is reasonably likely to have the effect of preventing, delaying, making illegal or otherwise interfering with the Contemplated Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (OncoMed Pharmaceuticals Inc)
Compliance; Permits; Restrictions. (a) The Company is, and has been is in material compliance with all applicable Laws. No investigation, claim, suit, proceeding, audit, Order Order, or other Legal Proceeding or action by any Governmental Authority is pending or, to the Knowledge of the Company, threatened against the Company. There is no agreement or Order binding upon the Company which (i) has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of the Company, any acquisition of material property by the Company or the conduct of business by the Company as currently conducted, (ii) is reasonably likely to have an adverse effect on the Company’s ability to comply with or perform any covenant or obligation under this Agreement or (iii) is reasonably likely to have the effect of preventing, delaying, making illegal or otherwise interfering with the Contemplated Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (First Wave BioPharma, Inc.)
Compliance; Permits; Restrictions. (a) The Company is, and since January 1, 2018 has been been, in material compliance with all applicable Laws. No investigation, claim, suit, proceeding, audit, Order Order, or other Legal Proceeding or action by any Governmental Authority is pending or, to the Knowledge of the Company, threatened against the Company. There is no agreement or Order binding upon the Company which (i) has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of the Company, any acquisition of material property by the Company or the conduct of business by the Company as currently conducted, (ii) is reasonably likely to have an adverse effect on the Company’s ability to comply with or perform any covenant or obligation under this Agreement or (iii) is reasonably likely to have the effect of preventing, delaying, making illegal or otherwise interfering with the Contemplated Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Seneca Biopharma, Inc.)
Compliance; Permits; Restrictions. (a) The Company is, and since April 28, 2020 has been been, in material compliance with all applicable Laws. No investigation, claim, suit, proceeding, audit, Order Order, or other Legal Proceeding or action by any Governmental Authority is pending or, to the Knowledge of the Company, threatened against the Company. There is no agreement or Order binding upon the Company which (i) has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of the Company, any acquisition of material property by the Company or the conduct of business by the Company as currently conducted, (ii) is reasonably likely to have an adverse effect on the Company’s ability to comply with or perform any covenant or obligation under this Agreement or (iii) is reasonably likely to have the effect of preventing, delaying, making illegal or otherwise interfering with the Contemplated Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Unum Therapeutics Inc.)
Compliance; Permits; Restrictions. (a) The Company is, and since April 30, 2012 has been been, in compliance in all material compliance respects with all applicable Laws, except for any noncompliance, either individually or in the aggregate, which would not result in a Company Material Adverse Effect. No investigation, claim, suit, proceeding, audit, Order audit or other Legal Proceeding or action by any Governmental Body or Governmental Authority is pending or, to the Knowledge of the Company, threatened against the Company. There is no agreement agreement, judgment, injunction, order or Order decree binding upon the Company which (i) has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of the Company, any acquisition of material property by the Company or the conduct of business by the Company as currently conducted, (ii) is reasonably likely to may have an adverse effect on the Company’s ability to comply with or perform any covenant or obligation under this Agreement Agreement, or (iii) is reasonably likely to have the effect of preventing, delaying, delaying or making illegal the Transaction or otherwise interfering with any of the Contemplated Transactions.
Appears in 1 contract
Samples: Share Purchase Agreement (Carbylan Therapeutics, Inc.)
Compliance; Permits; Restrictions. (a) The Company is, and since January 1, 2020 has been been, in material compliance with all applicable Laws. No investigation, claim, suit, proceeding, audit, Order Order, or other Legal Proceeding or action by any Governmental Authority is pending or, to the Knowledge of the Company, threatened against the Company. There is no agreement or Order binding upon the Company which (i) has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of the Company, any acquisition of material property by the Company or the conduct of business by the Company as currently conducted, (ii) is reasonably likely to have an adverse effect on the Company’s ability to comply with or perform any covenant or obligation under this Agreement Agreement, or (iii) is reasonably likely to have the effect of preventing, delaying, making illegal or otherwise interfering with the Contemplated Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Vallon Pharmaceuticals, Inc.)
Compliance; Permits; Restrictions. (a) The Company is, and since January 1, 2021 has been been, in material compliance with all applicable Laws. No investigation, claim, suit, proceeding, audit, Order Order, or other Legal Proceeding or action by any Governmental Authority is pending or, to the Knowledge of the Company, threatened against the Company. There is no agreement or Order binding upon the Company which (i) has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of the Company, any acquisition of material property by the Company or the conduct of business by the Company as currently conducted, (ii) is reasonably likely to have an adverse effect on the Company’s ability to comply with or perform any covenant or obligation under this Agreement or (iii) is reasonably likely to have the effect of preventing, delaying, making illegal or otherwise interfering with the Contemplated Transactions.
Appears in 1 contract