Legal and Regulatory Proceedings. (a) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Discover, neither Discover nor any of its Subsidiaries is a party to any, and there are no outstanding or pending or, to the knowledge of Discover, threatened in writing, legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations of any nature against Discover or any of its Subsidiaries or any of their current or former directors or executive officers or challenging the validity or propriety of the transactions contemplated by this Agreement. (b) There is no injunction, order, judgment, decree, or regulatory restriction imposed upon Discover, any of its Subsidiaries or the assets of Discover or any of its Subsidiaries (or that, upon consummation of the Mergers, would apply to the Surviving Entity or any of its Affiliates) that would reasonably be expected to be material to the Surviving Entity and its Subsidiaries, taken as a whole.
Appears in 3 contracts
Samples: Merger Agreement (Discover Financial Services), Merger Agreement (Capital One Financial Corp), Merger Agreement
Legal and Regulatory Proceedings. (a) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on DiscoverCapital One, neither Discover Capital One nor any of its Subsidiaries is a party to any, and there are no outstanding or pending or, to the knowledge of DiscoverCapital One, threatened in writing, legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations of any nature against Discover Capital One or any of its Subsidiaries or any of their current or former directors or executive officers or challenging the validity or propriety of the transactions contemplated by this Agreement.
(b) There is no injunction, order, judgment, decree, or regulatory restriction imposed upon DiscoverCapital One, any of its Subsidiaries or the assets of Discover Capital One or any of its Subsidiaries (or that, upon consummation of the Mergers, would apply to the Surviving Entity or any of its Affiliates) that would reasonably be expected to be material to the Surviving Entity and its Subsidiaries, taken as a whole.
Appears in 3 contracts
Samples: Merger Agreement (Capital One Financial Corp), Merger Agreement (Discover Financial Services), Merger Agreement