Litigation Affecting This Transaction. There shall be no actual ------------------------------------- or threatened action by or before any court which seeks to restrain, prohibit or invalidate the transaction contemplated by this Agreement or which might affect the rights of Seller as a result of the transaction contemplated by this Agreement, might affect such right as to Seller or any affiliate thereof subsequent to the Closing Date and which, in the judgment of the Seller, made in good faith and based upon advice of its counsel, makes it inadvisable to proceed with the transaction contemplated by this Agreement.
Appears in 2 contracts
Samples: Stock Purchase and Sale Agreement (Mace Security International Inc), Stock Purchase and Sale Agreement (Mace Security International Inc)
Litigation Affecting This Transaction. There shall be no ------------------------------------- actual ------------------------------------- or threatened action by or before any court which seeks to restrain, prohibit or invalidate the transaction contemplated by this Agreement or which might affect the rights right of Seller as a result of Purchasers to own, operate or control the transaction contemplated by this Agreement, might affect such right as to Seller or any affiliate thereof subsequent to the Closing Date and Assets which, in the judgment of the SellerBoards of Directors of Purchasers, made in good faith and based upon advice of its their counsel, makes it inadvisable to proceed with the transaction contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Eastern Environmental Services Inc), Agreement and Plan of Reorganization (Eastern Environmental Services Inc)
Litigation Affecting This Transaction. There shall be no ------------------------------------- actual ------------------------------------- or threatened action by or before any court which seeks to restrain, prohibit or invalidate the transaction transactions contemplated by this Agreement or which might affect the rights right of Seller as a result Purchasers to own, operate or control any of the transaction contemplated by this Agreement, might affect such right as to Seller or any affiliate thereof subsequent to the Closing Date Assets and which, in the judgment of the SellerSellers, made in good faith and based upon advice of its their counsel, makes it inadvisable to proceed with the transaction contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Eastern Environmental Services Inc), Agreement and Plan of Reorganization (Eastern Environmental Services Inc)
Litigation Affecting This Transaction. There shall be no ------------------------------------- actual ------------------------------------- or threatened action by or before any court which seeks to restrain, prohibit or invalidate the transaction contemplated by this Agreement or which might affect the rights right of Seller Purchaser to own, operate in its entirety or control any of the Assets, the Real Property, or the Business or which, as a result of the transaction contemplated by this Agreement, might affect such right as to Seller Purchaser or any affiliate thereof subsequent to the Closing Date and which, in the judgment of the SellerSellers, made in good faith and based upon advice of its their counsel, makes it inadvisable to proceed with the transaction contemplated by this Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Mace Security International Inc)
Litigation Affecting This Transaction. There shall be no ------------------------------------- actual ------------------------------------- or threatened action by or before any court which seeks to restrain, prohibit or invalidate the transaction transactions contemplated by this Agreement or which might affect the rights right of Seller as a result Purchaser to own, operate or control any of the transaction contemplated by this Agreement, might affect such right as to Seller or any affiliate thereof subsequent to the Closing Date Assets and which, in the judgment of the SellerSellers, made in good faith and based upon advice of its their counsel, makes it inadvisable to proceed with the transaction contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Eastern Environmental Services Inc)
Litigation Affecting This Transaction. There shall be no ------------------------------------- actual ------------------------------------- or threatened action by or before any court which seeks to restrain, prohibit or invalidate the transaction contemplated by this Agreement or which might affect the rights of Seller as a result of the transaction contemplated by this Agreement, might affect such right as to Seller or any affiliate thereof subsequent to the Closing Date and which, which in the judgment of the Seller, made in good faith and based upon advice of its counsel, makes it inadvisable to proceed with the transaction contemplated by this Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Eastern Environmental Services Inc)
Litigation Affecting This Transaction. There shall be no ------------------------------------- actual ------------------------------------- or threatened action by or before any court which seeks to restrain, prohibit or invalidate the transaction transactions contemplated by this Agreement or which might affect the rights right of Seller as a result of Purchaser to own, operate or control the transaction contemplated by this Agreement, might affect such right as to Seller or any affiliate thereof subsequent to the Closing Date and Assets which, in the judgment of the SellerBoards of Directors of Purchaser, made in good faith and based upon advice of its their counsel, makes it inadvisable to proceed with the transaction transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Eastern Environmental Services Inc)
Litigation Affecting This Transaction. There shall be no actual ------------------------------------- or threatened action by or before any court which seeks to restrain, prohibit or invalidate the transaction contemplated by this Agreement or which might affect the rights right of Seller Purchasers to own, operate in its entirety or control any of the Company or the business the Company operates which, as a result of the transaction contemplated by this Agreement, might affect such right as to Seller Purchasers or any affiliate thereof subsequent to the Closing Date and which, in the judgment of the Seller, made in good faith and based upon advice of its counsel, makes it inadvisable to proceed with the transaction contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (U S Plastic Lumber Corp)
Litigation Affecting This Transaction. There shall be no actual ------------------------------------- or threatened action by or before any court which seeks to restrain, prohibit or invalidate the transaction contemplated by this Agreement or which might affect the rights right of Seller Purchaser to own, operate in its entirety or control the Company, which, as a result of the transaction contemplated by this Agreement, might affect such right as to Seller Purchaser or any affiliate thereof subsequent to the Closing Date and which, in the judgment of the SellerBoard of Directors of Purchaser, made in good faith and based upon advice of its counsel, makes it inadvisable advisable to proceed with the transaction contemplated by this Agreement.
Appears in 1 contract
Litigation Affecting This Transaction. There shall be no actual ------------------------------------- or threatened action by or before any court which seeks to restrain, prohibit or invalidate the transaction contemplated by this Agreement or which might affect the rights right of Seller Purchasers to own the Shares, as a result of the transaction contemplated by this Agreement, might affect such right as to Seller Purchasers or any affiliate thereof subsequent to the Closing Date and which, in the judgment of the SellerPurchasers, made in good faith and based upon advice of its their counsel, makes it inadvisable to proceed with the transaction contemplated by this Agreement.
Appears in 1 contract
Samples: Stock Purchase and Sale Agreement (Mace Security International Inc)
Litigation Affecting This Transaction. There shall be no ------------------------------------- actual ------------------------------------- or threatened action by or before any court which seeks to restrain, prohibit or invalidate the transaction contemplated by this Agreement or which might affect the rights right of Seller Purchaser to own, operate in its entirety or control any of the Company or the business the Company operates which, as a result of the transaction contemplated by this Agreement, might affect such right as to Seller Purchaser or any affiliate thereof subsequent to the Closing Date and which, in the judgment of the Seller, made in good faith and based upon advice of its counsel, makes it inadvisable to proceed with the transaction contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement for the Sale and Purchase of Stock (Eastern Environmental Services Inc)
Litigation Affecting This Transaction. There shall be no actual ------------------------------------- or threatened action by or before any court which seeks to restrain, prohibit or invalidate the transaction contemplated by this Agreement or which might affect the rights right of Seller Purchaser to own the Shares, as a result of the transaction contemplated by this Agreement, might affect such right as to Seller Purchaser or any affiliate thereof subsequent to the Closing Date and which, in the judgment of the SellerPurchaser, made in good faith and based upon advice of its their counsel, makes it inadvisable to proceed with the transaction contemplated by this Agreement.
Appears in 1 contract
Samples: Stock Purchase and Sale Agreement (Mace Security International Inc)
Litigation Affecting This Transaction. There shall be no actual ------------------------------------- or threatened action by or before any court which seeks to restrain, prohibit or invalidate the transaction transactions contemplated by this Agreement or which might affect the rights right of Seller as a result of Purchaser to own, operate or control the transaction contemplated by this Agreement, might affect such right as to Seller or any affiliate thereof subsequent to the Closing Date and Assets which, in the judgment of the SellerBoards of Directors of Purchaser, made in good faith and based upon advice of its their counsel, makes it inadvisable to proceed with the transaction transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Eastern Environmental Services Inc)
Litigation Affecting This Transaction. There shall be no ------------------------------------- actual ------------------------------------- or threatened action by or before any court which seeks to restrain, prohibit or invalidate the transaction contemplated by this Agreement or which might affect the rights of Seller as a result of the transaction contemplated by this Agreement, might affect such right as to Seller or any affiliate thereof subsequent to the Closing Date and which, in the judgment of the Seller, made in good faith and based upon advice of its counsel, makes it inadvisable to proceed with the transaction contemplated by this Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Eastern Environmental Services Inc)
Litigation Affecting This Transaction. There shall be no actual ------------------------------------- or threatened action by or before any court which seeks to restrain, prohibit or invalidate the transaction transactions contemplated by this Agreement or which might affect the rights right of Seller as a result Purchaser to own, operate or control any of the transaction contemplated by this Agreement, might affect such right as to Seller or any affiliate thereof subsequent to the Closing Date Assets and which, in the judgment of the SellerSellers, made in good faith and based upon advice of its their counsel, makes it inadvisable to proceed with the transaction contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Eastern Environmental Services Inc)