Governmental Restraints. No order, decree or injunction of any Governmental Authority shall be in effect, and no Law shall have been enacted or adopted that enjoins, prohibits or makes illegal the consummation of the transactions contemplated by the Transaction Documents and no Proceeding by any Governmental Authority with respect to the transactions contemplated by the Transaction Documents shall be pending that seeks to restrain, enjoin, prohibit or delay the transactions contemplated by the Transaction Documents.
Governmental Restraints. No Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any decision, ruling or Law (whether temporary, preliminary or permanent) that is in effect and enjoins or otherwise prohibits or makes illegal the consummation of the Contribution.
Governmental Restraints. (i) No provision of any applicable Law shall prohibit the consummation of the transactions contemplated by this Agreement, and (ii) no final Order shall have been issued, promulgated, enacted or enforced by any Governmental Body after the date hereof enjoining or otherwise prohibiting the performance of this Agreement or the consummation of any of the transactions contemplated hereby.
Governmental Restraints. No temporary restraining order, preliminary or permanent injunction or other order of a Governmental Body of competent authority preventing the consummation of the First Step Merger shall have been issued and remain in effect and there shall not be any Legal Requirement enacted or deemed applicable to the Merger that makes consummation of the Merger illegal.
Governmental Restraints. Except with respect to any matter under the HSR Act (which shall be governed by Section 9.1(b)), no Order, decree, judgment, injunction or other legal restraint or prohibition of any Governmental Authority shall be in effect, and no Legal Requirement shall have been enacted or adopted that enjoins, prohibits or makes illegal the consummation of the transactions contemplated by the Transaction Documents and no Claim by or before any Governmental Authority with respect to the transactions contemplated by the Transaction Documents shall be pending that seeks to restrain, enjoin, prohibit or delay the transactions contemplated thereby.
Governmental Restraints. No Order of any Governmental Authority of competent jurisdiction that is final and non-appealable and that has not been vacated, withdrawn or overturned (other than a temporary restraining order) shall be in effect, and no Law shall have been enacted, promulgated, issued, entered, enforced or adopted by any Governmental Authority of competent jurisdiction that enjoins, restrains, prevents, prohibits or makes illegal the consummation of the transactions contemplated by the Transaction Documents. Section 8.2
Governmental Restraints. There shall not be in effect any (i) statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction or other order by any Governmental Authority preventing or delaying the purchase and sale of the Acquired Assets or the consummation of the transactions contemplated by this Agreement, or (ii) pending or threatened suit, action or proceeding by any Governmental Authority challenging or seeking to restrain, delay or prohibit the purchase and sale of the Acquired Assets or any of the other transactions contemplated by this Agreement. Accuracy of Representations. The representations and warranties of Purchaser made in this Agreement shall be true and correct in all material respects at and as of the Closing Date as if made at and as of the Closing, and Chiron shall have received a certificate, dated the Closing Date, of the Chief Financial Officer of Purchaser to that effect. Performance of Covenants. Purchaser shall have performed and complied in all material respects with all covenants and agreements contained in this Agreement that are required to be performed or complied with at or prior to the Closing, and Chiron shall have received a certificate, dated the Closing Date, of the Chief Financial Officer of Purchaser to that effect. Closing Deliveries of Chiron. At the Closing, Purchaser shall deliver to Chiron: A wire transfer of immediately available funds in the amount of the Purchase Price; and The Assignment and Assumption Agreement, duly executed by Purchaser.
