Consents; No Legal Obstruction Sample Clauses

Consents; No Legal Obstruction. Except for (i) the approval of the tax authority in Puerto Rico, (ii) any approval of the Small Business Administration, and (iii) the approvals marked with an asterisk, each as referred to on Schedule 2.3 hereto, the governmental and private approvals and consents identified on Schedule 2.3 hereto shall have been obtained and shall be in full force and effect. As to the approvals and consents marked with an asterisk, the Sellers shall use commercially reasonable efforts to obtain them. There shall not have been entered a preliminary or permanent injunction, temporary restraining order or other judicial or administrative order or decree in any jurisdiction, the effect of which prohibits the Closing;
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Consents; No Legal Obstruction. Each of the Required Approvals shall have been given, made or obtained. No suit, action or proceeding by any Governmental Authority or other Person shall be pending or threatened which could have (i) a Material Adverse Effect, (ii) a material adverse effect on the condition (financial or otherwise), business, properties, value, assets, operations or prospects of Teltrend or any of its Affiliates, or (iii) a material adverse effect on the benefits to Teltrend of the transactions contemplated hereby or by any Ancillary Agreement. No injunction, restraining order or order of any nature shall have been issued or threatened by or be pending before any Governmental Authority challenging the validity or legality of any of the transactions contemplated hereby or restraining or prohibiting or otherwise challenging the consummation of any of such transactions or compelling Teltrend to dispose of or discontinue or materially restrict the operations of a significant portion of the Business or of the business conducted by Teltrend as a result of the consummation of the transactions contemplated hereby. No Governmental Authority shall have proposed or enacted any Law which would prohibit, materially restrict or materially delay completion of the sale and purchase of the Shares or the operation of the Company, any Subsidiary or the Business after Closing. Any Consent determined by Teltrend to be required under any Anticompetition Act shall have been duly obtained.
Sample 1

Related to Consents; No Legal Obstruction

  • No Legal Obstacle to Agreements Neither the execution and delivery of this Agreement or any other Credit Document, nor the making of any borrowings hereunder, nor the guaranteeing of the Credit Obligations, nor the securing of the Credit Obligations with the Credit Security, nor the consummation of any transaction referred to in or contemplated by this Agreement or any other Credit Document, nor the fulfillment of the terms hereof or thereof or of any other agreement, instrument, deed or lease contemplated by this Agreement or any other Credit Document, has constituted or resulted in or will constitute or result in:

  • No Legal Impediments The making of the Loans or the Issuance of such Letter of Credit on such date does not violate any Requirement of Law on the date of or immediately following such Loan or Issuance of such Letter of Credit and is not enjoined, temporarily, preliminarily or permanently. Each submission by the Borrower to the Administrative Agent of a Notice of Borrowing or a Swing Loan Request and the acceptance by the Borrower of the proceeds of each Loan requested therein, and each submission by the Borrower to an Issuer of a Letter of Credit Request, and the Issuance of each Letter of Credit requested therein, shall be deemed to constitute a representation and warranty by the Borrower as to the matters specified in clause (b) above on the date of the making of such Loan or the Issuance of such Letter of Credit.

  • No Legal Impediment No change shall have occurred in any law or regulations thereunder or interpretations thereof that in the reasonable opinion of any Lender would make it illegal for such Lender to make such Loan.

  • No Legal Restraints No applicable Law and no Judgment, preliminary, temporary or permanent, or other legal restraint or prohibition and no binding order or determination by any Governmental Entity (collectively, the “Legal Restraints”) shall be in effect that prevents, makes illegal or prohibits the consummation of the Merger and the other transactions contemplated hereby.

  • Obstructions The Tenant shall not obstruct or place anything in or on the sidewalks or driveways outside the Building or in the lobbies, corridors, stairwells or other Common Areas of the Building, or use such locations for any purpose except access to and exit from the Premises without the Landlord’s prior written consent. The Landlord may remove at the Tenant’s expense any such obstruction or thing (unauthorized by the Landlord) without notice or obligation to the Tenant.

  • No Legal Impediment to Sale No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the sale of the Shares; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the sale of the Shares.

  • No Legal Actions No court or governmental authority of competent jurisdiction shall have issued an order, not subsequently vacated, restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement, and no person shall have instituted an action or proceeding which shall not have been previously dismissed seeking to restrain, enjoin or prohibit the consummation of the transactions contemplated by this Agreement or seeking damages with respect thereto.

  • Consents and Requisite Governmental Approvals; No Violations (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of TopCo or Merger Sub with respect to TopCo and Merger Sub’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby or by the Ancillary Documents, except for (i) the filing with the SEC of (A) the Registration Statement/Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated by hereby or thereby, (ii) such filings with and approvals of Nasdaq to permit TopCo Ordinary Shares to be issued in accordance with this Agreement to be listed on Nasdaq, (iii) filing of the Merger Documents under the applicable law of the Cayman Islands, (iv) the approval and consent to be obtained by Merger Sub pursuant to Section 6.9, or (v) any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to have a Company Material Adverse Effect.

  • No Legal Order Pending There shall not then be in effect any legal or other order enjoining or restraining the transactions contemplated by this Agreement.

  • Compliance with Legal Requirements; Governmental Authorizations (a) Except as set forth in Schedule 3.14:

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