Common use of Legal Proceedings; Governmental Orders Clause in Contracts

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to the Company’s Knowledge, threatened (a) against or by the Company affecting any of its properties or assets; or (b) against or by the Company that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action. (b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Company or any of its properties or assets.

Appears in 4 contracts

Samples: Merger Agreement (MassRoots, Inc.), Merger Agreement (MassRoots, Inc.), Merger Agreement (MassRoots, Inc.)

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Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to the Company’s Knowledge, threatened (a) against or by the Company affecting any of its properties or assets; or (b) against or by the Company that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No To the Company’s Knowledge, no event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action. (b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Company or any of its properties or assets.

Appears in 3 contracts

Samples: Merger Agreement (Argo Blockchain PLC), Merger Agreement (Argo Blockchain PLC), Merger Agreement (AbCellera Biologics Inc.)

Legal Proceedings; Governmental Orders. (a) There are no material Actions pending or, to the Company’s Knowledge, threatened (a) against against, or involving the Company or any of its Subsidiaries, or, to the Company’s Knowledge, any executive officer or director of the Company, or by the Company or any of its Subsidiaries affecting any of its properties or assets; or assets (b) against or by or against the Company that challenges or seeks any Affiliate thereof and relating to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such ActionCompany). (b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Company or any of its Subsidiaries or any of their properties or assets.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Aqua Metals, Inc.), Stock Purchase Agreement (Aqua Metals, Inc.), Stock Purchase Agreement (Aqua Metals, Inc.)

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to the Company’s Knowledge, threatened (a) against or by the Company affecting any of its properties or assets; assets or (b) against or by the Company that challenges challenge or seeks seek to prevent, enjoin enjoin, or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action. (b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties penalties, or awards against or affecting the Company or any of its properties or assets.

Appears in 2 contracts

Samples: Merger Agreement (Appliance Recycling Centers of America Inc /Mn), Merger Agreement (Appliance Recycling Centers of America Inc /Mn)

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to the Company’s Knowledge, threatened (a) against or by the Company affecting any of its properties or assets; or (b) against or by the Company that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No To the Company’s Knowledge, no event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action. (b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Company or any of its properties or assetsAssets.

Appears in 2 contracts

Samples: Merger Agreement (Abeona Therapeutics Inc.), Merger Agreement (Abeona Therapeutics Inc.)

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to the Company’s Knowledge, threatened (a) against or by the Company affecting any of its properties or assets; or (b) against or by the Company that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred occurred, or circumstances exist that may give rise to, or serve as a basis for, any such Action. (b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Company or any of its properties or assets.

Appears in 2 contracts

Samples: Merger Agreement (MassRoots, Inc.), Merger Agreement (MassRoots, Inc.)

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to the Company’s Knowledge, threatened threatened (ai) against or by the Company or the Shareholder affecting any of its properties or assets; or (bii) against or by the Company or the Shareholder that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action. (b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Company or the Shareholder, or any of its their respective properties or assets.

Appears in 1 contract

Samples: Merger Agreement

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to the Company’s Sellers’ Knowledge, threatened (a) against or by the such Company affecting any of its properties or assets; or (b) against or by the such Company that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may reasonably give rise to, or serve as a reasonable basis for, any such Action. (b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Company or any of its properties or assets.

Appears in 1 contract

Samples: Stock Purchase Agreement (Duddell Street Acquisition Corp.)

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to the Company’s Knowledge, threatened (ai) against or by the Company affecting any of its properties or assets, tangible or intangible; or (bii) against or by the Company that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action. (b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Company or any of its properties or assets.

Appears in 1 contract

Samples: Merger Agreement (VistaGen Therapeutics, Inc.)

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to the Company’s Knowledge, threatened (a) against or by the Company affecting any of its properties or assetswhich otherwise affects the Business; or (b) against or by the Company or any Affiliate of the Company that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action. (b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Company or any of its their properties or assets.

Appears in 1 contract

Samples: Stock Purchase Agreement (MedMen Enterprises, Inc.)

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Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to the Company’s Knowledge, threatened (a) against or by the Company affecting any of its properties or assets; assets or (b) against or by the Company that challenges challenge or seeks seek to prevent, enjoin enjoin, or otherwise delay the transactions contemplated by this Agreement. No To the Company’s Knowledge, no event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action. (b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties penalties, or awards against or affecting the Company or any of its properties or assets.

Appears in 1 contract

Samples: Merger Agreement (VNUE, Inc.)

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to the Company’s Knowledge, or threatened in writing (a) against or by the Company affecting any of its properties or assetsassets (or by or against the Company Stockholders or any Affiliate thereof and relating to the Company); or (b) against or by the Company, the Company Stockholders or any Affiliate of the Company Stockholders that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such ActionContemplated Transactions. (b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Company or any of its properties or assets.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Harvest Health & Recreation Inc.)

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to the Company’s Knowledge, threatened (a) against or by the Company affecting any of its properties or assets; or (b) against or by the Company that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No To the Company’s Knowledge, no event has occurred occurred, or circumstances exist that may give rise to, or serve as a basis for, any such Action. (b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Company or any of its properties or assets. (c) To the Company’s Knowledge, there is no Action against any current or former director or employee of the Company with respect to which the Company has, or is reasonably likely to have, an indemnification obligation.

Appears in 1 contract

Samples: Merger Agreement (Upland Software, Inc.)

Legal Proceedings; Governmental Orders. (a) a. There are no Actions pending or, to the CompanySeller’s Knowledge, threatened (a) against or by the Company affecting any of its properties or assetsassets (or by or against Seller or any Affiliate thereof and relating to the Company); or (b) against or by the Company Company, Seller or any Affiliate of Seller that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action. (b) b. There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Company or any of its properties or assets.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (XLR Medical Corp.)

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to the Company’s Knowledge, threatened (a) against or by the Company affecting any of its properties or assets; or (b) against or by the Company that challenges challenging or seeks seeking to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action. (b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Company or any of its properties or assets.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (One Stop Systems, Inc.)

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to the Company’s Knowledge, threatened (ai) against or by the Company or the Shareholder affecting any of its properties or assets; or (bii) against or by the Company or the Shareholder that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action. (b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Company or the Shareholder, or any of its their respective properties or assets.

Appears in 1 contract

Samples: Merger Agreement (4Front Ventures Corp.)

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