Compliance with Laws and Court Orders. The Company and each of its subsidiaries is and has been in compliance with, and to the knowledge of the Company, is not under investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable law, rule, regulation, judgment, injunction, order or decree, except for such matters as would not, individually or in the aggregate, have a material adverse effect on the Company.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Emerson Electric Co), Agreement and Plan of Merger (Digital Equipment Corp), Agreement and Plan of Merger (Compaq Computer Corp)
Compliance with Laws and Court Orders. The Company and each of its subsidiaries Subsidiaries is and has been in compliance with, and to the knowledge of the Company, Company is not under investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable law, rule, regulation, judgment, injunction, order or decreeApplicable Law, except for such matters as failures to comply or violations that would notnot reasonably be expected to have, individually or in the aggregate, have a material adverse effect on the CompanyCompany Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sizmek Inc.), Agreement and Plan of Merger (Sizmek Inc.)
Compliance with Laws and Court Orders. The Company and each of its subsidiaries Subsidiaries is and has been in compliance with, and to the knowledge of the Company, Company is not under investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable law, rule, regulation, judgment, injunction, order or decreeApplicable Law, except for such matters as failures to comply or violations that would notnot reasonably be expected to have, individually or in the aggregate, have a material adverse effect on the CompanyCompany Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CVS Caremark Corp), Agreement and Plan of Merger (Longs Drug Stores Corp)
Compliance with Laws and Court Orders. The Company and each of its subsidiaries is and has been in compliance with, and to the knowledge (as defined in Section 10.14) of the Company, is not under investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable law, rule, regulation, judgment, injunction, order or decree, except for such matters as would not, individually or in the aggregate, have a material adverse effect on the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Compaq Computer Corp), Agreement and Plan of Merger (Tandem Computers Inc /De/)
Compliance with Laws and Court Orders. The Company and each of its subsidiaries is Subsidiaries are and has have been in compliance with, and to the knowledge of the Company, is Company are not under investigation with respect to and has have not been threatened to be charged with or given notice of any violation of, any applicable law, statute, ordinance, rule, regulation, judgment, injunction, order or decree, except for such matters as would notfailures to comply or violations that have not had and could not reasonably be expected to have, individually or in the aggregate, have a material adverse effect Material Adverse Effect on the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Compagnie De Saint Gobain), Agreement and Plan of Merger (Brunswick Technologies Inc)
Compliance with Laws and Court Orders. The Company and each of its subsidiaries Subsidiaries is and has been in compliance with, and to the knowledge of the Company, Company is not under investigation with respect to and has not been threatened to be charged with or given notice of any material violation of, any applicable law, rule, regulation, judgment, injunction, order material Governmental Authorization or decree, except for such matters as would not, individually or in the aggregate, have a material adverse effect on the Companyany Applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (MSC Software Corp), Agreement and Plan of Merger (STG Ugp, LLC)
Compliance with Laws and Court Orders. The Company and each of its subsidiaries is and has at all times been in compliance with, and to the knowledge of the Company, Company is not under investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable law, rule, regulation, judgment, injunction, order or decreeApplicable Law, except for such matters as would notfailures to comply or violations that have not had and could not reasonably be expected to have, individually or in the aggregate, have a material adverse effect Material Adverse Effect on the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Callidus Software Inc), Agreement and Plan of Merger (Callidus Software Inc)
Compliance with Laws and Court Orders. (a) The Company and each of its subsidiaries Subsidiaries is and has been in compliance with, and to the knowledge of the Company, Company is not under investigation by any Governmental Authority with respect to and has not been threatened to be charged with or given notice by any Governmental Authority of any violation of, any applicable law, rule, regulation, judgment, injunction, order or decreeApplicable Law, except for such matters as failures to comply or violations that have not had and would not, individually or in the aggregate, have a not reasonably be expected to be material adverse effect on to the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (ChyronHego Corp), Agreement and Plan of Merger (ChyronHego Corp)
Compliance with Laws and Court Orders. The Company and each of its subsidiaries Subsidiaries is and has been in compliance with, and to the knowledge Knowledge of the Company, Company is not under investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable law, rule, regulation, judgment, injunction, order or decree, except for such matters as failures to comply or violations that have not had and would notreasonably be expected not to have, individually or in the aggregate, have a material adverse effect Material Adverse Effect on the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sola International Inc)
Compliance with Laws and Court Orders. The Company and each of its subsidiaries Subsidiaries is and has been in compliance with, and to the knowledge of the Company, Company is not under investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable law, rule, regulation, judgment, injunction, order or decreeApplicable Law, except for such matters as failures to comply or violations that would notnot reasonably be expected to have, individually or in the aggregate, have a material adverse effect Material Adverse Effect on the Company, or would prevent or materially impair or delay the consummation of the Merger.
Appears in 1 contract
Compliance with Laws and Court Orders. The Company and each of its subsidiaries Subsidiaries is and has been in compliance with, and to the knowledge Knowledge of the Company, Company is not under investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable material law, statute, ordinance, rule, regulation, judgment, injunction, order or decree, except for such matters as would not, individually or in the aggregate, have a material adverse effect on the Company.
Appears in 1 contract
Compliance with Laws and Court Orders. The Company and each of its subsidiaries is and has been in compliance with, and to the knowledge of the Company, is not under investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable law, statute, ordinance, rule, regulation, judgment, injunction, order or decree, except for such matters as failures to comply or violations that have not had or would notnot reasonably be expected to have, individually or in the aggregate, have a material adverse effect Material Adverse Effect on the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ign Entertainment Inc)
Compliance with Laws and Court Orders. The Company and each of its subsidiaries is and and, since inception has been in compliance with, and to the knowledge of the Company, is not under investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable law, statute, ordinance, rule, regulation, judgment, injunction, order or decree, except for such matters as would notfailures to comply or violations that have not had and could not reasonably be expected to have, individually or in the aggregate, have a material adverse effect Material Adverse Effect on the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Mission Critical Software Inc)
Compliance with Laws and Court Orders. The Company and each of its subsidiaries is and has been in compliance withwith and, and to the best of its knowledge of the Company, is not under investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable law, rule, regulation, judgment, injunction, order or decree, except for such matters as would not, individually or in the aggregate, have a material adverse effect Material Adverse Effect on the Company.
Appears in 1 contract
Samples: Contribution Agreement (Astralis Pharmaceuticals LTD)
Compliance with Laws and Court Orders. The Each of the Company and each of its subsidiaries the Company Subsidiary is and has at all times since its date of organization been in material compliance with, and to the knowledge Knowledge of the Company, Company is not under investigation with respect to and has not been threatened to be charged with or given notice of any material violation of, any applicable law, statute, ordinance, rule, regulation, judgment, injunction, order or decree, except for such matters as would not, individually or in the aggregate, have a material adverse effect on the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Mercury Interactive Corp)
Compliance with Laws and Court Orders. The Company and each of its subsidiaries Subsidiaries is and has been in compliance with, and to the knowledge of the Company, Company is not under investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable law, statute, ordinance, rule, regulation, judgment, injunction, order or decree, except for such matters as failures to comply or violations that have not had and would notnot reasonably be expected to have, individually or in the aggregate, have a material adverse effect Material Adverse Effect on the Company.
Appears in 1 contract
Compliance with Laws and Court Orders. The Company and each of its subsidiaries Subsidiaries is and has been in compliance with, and to the knowledge of the Company, Company is not under investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable law, statute, ordinance, rule, regulation, judgment, injunction, order or decree, except for such matters as would not, individually or in the aggregate, have a material adverse effect on the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (International Aircraft Investors)
Compliance with Laws and Court Orders. The Company and each of its subsidiaries Company Subsidiary is and has been in material compliance with, and to the knowledge of the Company, Company is not under investigation with respect to and has not been threatened to be charged with or given notice of any material violation of, any applicable law, rule, regulation, judgment, injunction, order or decree, except for such matters as would not, individually or in the aggregate, have a material adverse effect on the CompanyLaw.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Digital Generation, Inc.)