Common use of Compliance with Laws; No Adverse Action or Decision Clause in Contracts

Compliance with Laws; No Adverse Action or Decision. Since the date hereof, (i) no Law shall have been promulgated, enacted or entered that restrains, enjoins, prevents, materially delays, prohibits or otherwise makes illegal the performance of any of the Transaction Documents with respect to the transactions contemplated thereby to be completed at the Closing; (ii) no preliminary or permanent injunction or other order by any Governmental Entity that restrains, enjoins, prevents, delays, prohibits or otherwise makes illegal the performance of any of the Transaction Documents shall have been issued and remain in effect, except for such injunctions that, if obtained, could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the reorganized Company; and (iii) no Governmental Entity shall have instituted any Proceeding that seeks to restrain, enjoin, prevent, delay, prohibit or otherwise make illegal the performance of any of the Transaction Documents, except for any Proceedings, which have a significant possibility of being brought to a conclusion which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the reorganized Companies.

Appears in 4 contracts

Samples: Investment Agreement (Frontier Airlines Holdings, Inc.), Investment Agreement (Republic Airways Holdings Inc), Investment Agreement (Frontier Airlines Holdings, Inc.)

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Compliance with Laws; No Adverse Action or Decision. Since the date hereof, (i) no Law shall have been promulgated, enacted or entered that restrains, enjoins, prevents, materially delays, prohibits or otherwise makes illegal the performance of any of the Transaction Documents with respect to the transactions contemplated thereby to be completed at the Closing; (ii) no preliminary or permanent injunction or other order by any Governmental Entity Authority or other Person that restrains, enjoins, prevents, delays, prohibits or otherwise makes illegal the performance of any of the Transaction Documents shall have been issued and remain in effect, except for such injunctions that, if obtained, could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect material adverse effect on the reorganized Companyability of the Investor or the Company or their respective Affiliates to consummate the Transactions; and (iii) no Governmental Entity Authority shall have instituted any Proceeding legal proceeding that seeks to restrain, enjoin, prevent, delay, prohibit or otherwise make illegal the performance of any of the Transaction Documents, except for any Proceedings, legal proceedings which have a significant possibility of being brought to a conclusion which wouldcould not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect material adverse effect on the reorganized Companiesability of the Investor or the Company or their respective Affiliates to consummate the Transactions.

Appears in 2 contracts

Samples: Investment Agreement (Us Airways Group Inc), Investment Agreement (Us Airways Group Inc)

Compliance with Laws; No Adverse Action or Decision. Since the date hereof, (i) no Law shall have been promulgated, enacted or entered that restrains, enjoins, prevents, materially delays, prohibits or otherwise makes illegal the performance of any of the Transaction Agreements or the Company Documents with respect to the transactions contemplated thereby to be completed at the Option Closing; (ii) no preliminary or permanent injunction or other order by any Governmental Entity that restrains, enjoins, prevents, delays, prohibits or otherwise makes illegal the performance of any of the Transaction Agreements or the Company Documents with respect to the transactions contemplated thereby to be completed at the Option Closing shall have been issued and remain in effect, except for such injunctions that, if obtained, could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the reorganized Company; and (iii) no Governmental Entity shall have instituted any Proceeding action, claim, suit, investigation or other proceeding that seeks to restrain, enjoin, prevent, delay, prohibit or otherwise make illegal the performance of any of the Transaction Documents, except for any Proceedings, which have a significant possibility of being brought Agreements or the Company Documents with respect to a conclusion which would, individually or in the aggregate, reasonably transactions contemplated thereby to be expected to have a Material Adverse Effect on completed at the reorganized CompaniesOption Closing.

Appears in 2 contracts

Samples: Investment Agreement (Magellan Health Services Inc), Investment Agreement (TPG Advisors Ii Inc)

Compliance with Laws; No Adverse Action or Decision. Since the date hereof, (i) no Law shall have been promulgated, enacted or entered that restrains, enjoins, prevents, materially delays, prohibits or otherwise makes illegal the performance of any of the Transaction Agreements or the Company Documents with respect to the transactions contemplated thereby to be completed at the Initial Closing; (ii) no preliminary or permanent injunction or other order by any Governmental Entity that restrains, enjoins, prevents, delays, prohibits or otherwise makes illegal the performance of any of the Transaction Agreements or the Company Documents with respect to the transactions contemplated thereby to be completed at the Initial Closing shall have been issued and remain in effect, except for such injunctions that, if obtained, could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the reorganized Company; and (iii) no Governmental Entity shall have instituted any Proceeding action, claim, suit, investigation or other proceeding that seeks to restrain, enjoin, prevent, delay, prohibit or otherwise make illegal the performance of any of the Transaction Documents, except for any Proceedings, which have a significant possibility of being brought Agreements or the Company Documents with respect to a conclusion which would, individually or in the aggregate, reasonably transactions contemplated thereby to be expected to have a Material Adverse Effect on completed at the reorganized CompaniesInitial Closing.

Appears in 2 contracts

Samples: Investment Agreement (TPG Advisors Ii Inc), Investment Agreement (Magellan Health Services Inc)

Compliance with Laws; No Adverse Action or Decision. Since the date hereof, (i) no Law shall have been promulgated, enacted or entered that restrains, enjoins, prevents, materially delays, prohibits or otherwise makes illegal the performance of any of the Transaction Documents with respect to the transactions contemplated thereby to be completed at the Closing; (ii) no preliminary or permanent injunction or other order by any Governmental Entity that restrains, enjoins, prevents, delays, prohibits or otherwise makes illegal the performance of any of the Transaction Documents shall have been issued and remain in effect, except for such injunctions that, if obtained, could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the reorganized Company; and (iii) no Governmental Entity shall have instituted any Proceeding that seeks to restrain, enjoin, prevent, delay, prohibit or otherwise make illegal the performance of any of the Transaction Documents, except for any Proceedings, which have a significant possibility of being brought to a conclusion which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the reorganized CompaniesCompany.

Appears in 2 contracts

Samples: Investment Agreement (Savitr Capital, LLC), Investment Agreement (Molecular Insight Pharmaceuticals, Inc.)

Compliance with Laws; No Adverse Action or Decision. Since the date hereof, (i) no Law shall have been promulgated, enacted or entered that restrains, enjoins, prevents, materially delays, prohibits or otherwise makes illegal the performance of any of the Transaction Documents with respect to the transactions contemplated thereby to be completed at the Closing; (ii) no preliminary or permanent injunction or other order by any Governmental Entity Authority or other Person that restrains, enjoins, prevents, delays, prohibits or otherwise makes illegal the performance of any of the Transaction Documents shall have been issued and remain in effect, except for such injunctions that, if obtained, could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect material adverse effect on the reorganized Companyability of any Investor, the Company or West or their respective Affiliates to consummate the Transactions; and (iii) no Governmental Entity Authority shall have instituted any Proceeding legal proceeding that seeks to restrain, enjoin, prevent, delay, prohibit or otherwise make illegal the performance of any of the Transaction Documents, except for any Proceedings, legal proceedings which have a significant possibility of being brought to a conclusion which wouldcould not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect material adverse effect on the reorganized Companiesability of any Investor, the Company or West or their respective Affiliates to consummate the Transactions.

Appears in 1 contract

Samples: Investment Agreement (America West Airlines Inc)

Compliance with Laws; No Adverse Action or Decision. Since the date hereof, (i) no Law shall have been promulgated, enacted or entered that restrains, enjoins, prevents, materially delays, prohibits or otherwise makes illegal the performance of any of the Transaction Documents with respect to the transactions contemplated thereby to be completed at the Closing; (ii) no preliminary or permanent injunction or other order by any Governmental Entity that restrains, enjoins, prevents, delays, prohibits or otherwise makes illegal the performance of any of the Transaction Documents shall have been issued and remain in effect, except for such injunctions that, if obtained, could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the reorganized Company; and (iii) no Governmental Entity shall have instituted any Proceeding that seeks to restrain, enjoin, prevent, delay, prohibit or otherwise make illegal the performance of any of the Transaction Documents, except for any Proceedings, which have a significant possibility of being brought to a conclusion which wouldcould, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the reorganized CompaniesCompany.

Appears in 1 contract

Samples: Investment Agreement

Compliance with Laws; No Adverse Action or Decision. Since the date hereof, (i) no Law shall have been promulgated, enacted or entered that restrains, enjoins, prevents, materially delays, prohibits or otherwise makes illegal the performance of any of the Transaction Documents with respect to the transactions contemplated thereby to be completed at the Closing; (ii) no preliminary or permanent injunction or other order by any Governmental Entity Authority or other Person that restrains, enjoins, prevents, delays, prohibits or otherwise makes illegal the performance of any of the Transaction Documents shall have been issued and remain in effect, except for such injunctions that, if obtained, could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect material adverse effect on the reorganized Companyability of Investor, the Company or West or their respective Affiliates to consummate the Transactions; and (iii) no Governmental Entity Authority shall have instituted any Proceeding legal proceeding that seeks to restrain, enjoin, prevent, delay, prohibit or otherwise make illegal the performance of any of the Transaction Documents, except for any Proceedings, legal proceedings which have a significant possibility of being brought to a conclusion which wouldcould not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect material adverse effect on the reorganized Companiesability of Investor, the Company or West or their respective Affiliates to consummate the Transactions.

Appears in 1 contract

Samples: Investment Agreement (America West Airlines Inc)

Compliance with Laws; No Adverse Action or Decision. Since the date hereof, (i) no Law shall have been promulgated, enacted or entered that restrains, enjoins, prevents, materially delays, prohibits or otherwise makes illegal the performance of any of the Transaction Documents with respect to Agreements or the consummation of the transactions contemplated thereby to be completed at the Closinghereby or thereby; (ii) no preliminary or permanent injunction or other order by any 41 Governmental Entity that restrains, enjoins, prevents, delays, prohibits or otherwise makes illegal the performance of any of the Transaction Documents Agreements or the consummation of the transactions contemplated hereby or thereby shall have been issued and remain in effect, except for such injunctions that, if obtained, could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the reorganized Company; and (iii) no Governmental Entity shall have instituted any Proceeding that seeks to restrain, enjoin, prevent, delay, prohibit or otherwise make illegal the performance of any of the Transaction Documents, except for any Proceedings, which have a significant possibility Agreements or the consummation of being brought to a conclusion which would, individually the transactions contemplated hereby or in the aggregate, reasonably be expected to have a Material Adverse Effect on the reorganized Companiesthereby.

Appears in 1 contract

Samples: Investment Agreement (TPG Partners Ii Lp)

Compliance with Laws; No Adverse Action or Decision. Since the date hereof, (i) no Law shall have been promulgated, enacted or entered that restrains, enjoins, prevents, materially delays, prohibits or otherwise makes illegal the performance of any of the Transaction Documents with respect to Agreements or the consummation of the transactions contemplated thereby to be completed at the Closinghereby or thereby; (ii) no preliminary or permanent injunction or other order by any 41 47 Governmental Entity that restrains, enjoins, prevents, delays, prohibits or otherwise makes illegal the performance of any of the Transaction Documents Agreements or the consummation of the transactions contemplated hereby or thereby shall have been issued and remain in effect, except for such injunctions that, if obtained, could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the reorganized Company; and (iii) no Governmental Entity shall have instituted any Proceeding that seeks to restrain, enjoin, prevent, delay, prohibit or otherwise make illegal the performance of any of the Transaction Documents, except for any Proceedings, which have a significant possibility Agreements or the consummation of being brought to a conclusion which would, individually the transactions contemplated hereby or in the aggregate, reasonably be expected to have a Material Adverse Effect on the reorganized Companiesthereby.

Appears in 1 contract

Samples: Investment Agreement (Oxford Health Plans Inc)

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Compliance with Laws; No Adverse Action or Decision. Since the date hereof, (i) no Law shall have been promulgated, enacted or entered that restrains, enjoins, prevents, materially delays, prohibits or otherwise makes illegal the performance of any of the Transaction Documents with respect to the transactions contemplated thereby to be completed at the Closing; (ii) no preliminary or permanent injunction or other order by any Governmental Entity Authority or other Person that restrains, enjoins, prevents, delays, prohibits or otherwise makes illegal the performance of any of the Transaction Documents shall have been issued and remain in effect, except for such injunctions that, if obtained, could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect material adverse effect on the reorganized Companyability of any Investor, the Company or West or their respective Affiliates to consummate the Transactions; and (iii) no Governmental Entity Authority shall have instituted any Proceeding legal proceeding that seeks to restrain, enjoin, prevent, delay, prohibit or otherwise make illegal the performance of any of the Transaction Documents, except for any Proceedings, legal proceedings which have a significant possibility of being brought to a conclusion which wouldcould not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect material adverse effect on the reorganized Companies.ability of any Investor, the Company or West or their respective Affiliates to consummate the Transactions. (d)

Appears in 1 contract

Samples: Investment Agreement (Us Airways Inc)

Compliance with Laws; No Adverse Action or Decision. Since the date hereof, (i) no Law shall have been promulgated, enacted or entered that restrains, enjoins, prevents, materially delays, prohibits or otherwise makes illegal the performance of any of the Transaction Documents with respect to the transactions contemplated thereby to be completed at the Closing; (ii) no preliminary or permanent injunction or other order by any Governmental Entity that restrains, enjoins, prevents, delays, prohibits or otherwise makes illegal the performance of any of the Transaction Documents shall have been issued and remain in effect, except for such injunctions that, if obtained, could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the reorganized Company; and (iii) no Governmental Entity shall have instituted any Proceeding that seeks to restrain, enjoin, prevent, delay, prohibit or otherwise make illegal the performance of any of the Transaction Documents, except for any Proceedings, which have a significant possibility of being brought to a conclusion which wouldwould not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the reorganized CompaniesCompany.

Appears in 1 contract

Samples: Securities Purchase Agreement (Capitol Bancorp LTD)

Compliance with Laws; No Adverse Action or Decision. Since the date hereof, (i) no Law shall have been promulgated, enacted or entered that restrains, enjoins, prevents, materially delays, prohibits or otherwise makes illegal the performance of any of the Transaction Documents with respect to the transactions contemplated thereby to be completed at the Closing; (ii) no preliminary or permanent injunction or other order by any Governmental Entity that restrains, enjoins, prevents, delays, prohibits or otherwise makes illegal the performance of any of the Transaction Documents shall have been issued and remain in effect, except for such injunctions that, if obtained, could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the reorganized CompanyEffect; and (iii) no Governmental Entity shall have instituted any Proceeding that seeks to restrain, enjoin, prevent, delay, prohibit or otherwise make illegal the performance of any of the Transaction Documents, except for any Proceedings, which have a significant possibility of being brought to a conclusion which wouldcould, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the reorganized CompaniesEffect.

Appears in 1 contract

Samples: Investment Agreement (Us Airways Group Inc)

Compliance with Laws; No Adverse Action or Decision. Since the date hereof, (i) no Law shall have been promulgated, enacted or entered that restrains, enjoins, prevents, materially delays, prohibits or otherwise makes illegal the performance of any of this Agreement or the Transaction Investor Documents or the Company Documents with respect to the transactions contemplated thereby to be completed at the Closing; (ii) no preliminary or permanent injunction or other order by any Governmental Entity Authority that restrains, enjoins, prevents, delays, prohibits or otherwise makes illegal the performance of any of this Agreement or the Transaction Investor Documents or the Company Documents with respect to the transactions contemplated thereby to be completed at the Closing shall have been issued and remain in effect, except for such injunctions that, if obtained, could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the reorganized Company; and (iii) no Governmental Entity Authority shall have instituted any Proceeding action, claim, suit, investigation or other proceeding that seeks to restrain, enjoin, prevent, delay, prohibit or otherwise make illegal the performance of any of this Agreement or the Transaction Investor Documents or the Company Documents, except for any Proceedings, which have a significant possibility of being brought to a conclusion which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the reorganized Companies.

Appears in 1 contract

Samples: Restructuring Agreement (Memc Electronic Materials Inc)

Compliance with Laws; No Adverse Action or Decision. Since the date hereof, (i) no Law shall have been promulgated, enacted or entered that restrains, enjoins, prevents, materially delays, prohibits or otherwise makes illegal the performance of any of the Transaction Documents with respect to Agreements or the consummation of the transactions contemplated thereby to be completed at the Closinghereby or thereby; (ii) no preliminary or permanent injunction or other order by any Governmental Entity that restrains, enjoins, prevents, delays, prohibits or otherwise makes illegal the performance of any of the Transaction Documents Agreements or the consummation of the transactions contemplated hereby or thereby shall have been issued and remain in effect, except for such injunctions that, if obtained, could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the reorganized Company; and (iii) no Governmental Entity shall have instituted any Proceeding action, claim, suit, investigation or other proceeding that seeks to restrain, enjoin, prevent, delay, prohibit or otherwise make illegal the performance of any of the Transaction Documents, except for any Proceedings, which have a significant possibility Agreements or the consummation of being brought to a conclusion which would, individually the transactions contemplated hereby or in the aggregate, reasonably be expected to have a Material Adverse Effect on the reorganized Companiesthereby.

Appears in 1 contract

Samples: Investment Agreement (Oxford Health Plans Inc)

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