Litigation and Government Compliance Sample Clauses

Litigation and Government Compliance. There are no actions, suits, proceedings or governmental investigations pending or, to the best of Biovest's knowledge, threatened against or affecting either Biovest or the business of Biovest except as set forth on Schedule 3.15, and Biovest is not in violation of or in default under any order, rule or regulation of any governmental agency or branch which, in any case, involves the possibility of materially and adversely affecting the business or condition of Biovest except as set forth on Schedule 3.15.
Sample 1
AutoNDA by SimpleDocs
Litigation and Government Compliance. There are no actions, suits, proceedings or governmental investigations pending or, to the best of Accentia’s knowledge, threatened against or affecting either Accentia or the business of Accentia except as set forth on Schedule 4.11, and Accentia is not in violation of or in default under any order, rule or regulation of any governmental agency or branch which, in any case, involves the possibility of materially and adversely affecting the business or condition of Accentia except as set forth on Schedule 4.11;
Sample 1
Litigation and Government Compliance. The Company is in litigation with its former CEO and its former CFO, who were terminated for cause in May 2003. The former employees filed suit for breach of contract, and are seeking the balance payable to them as stated in their respective employment contracts. The company is in discussions with the former CFO, and expects to settle the litigation, and will then commence settlement discussion with the former CEO. Accentia, Inc and Subsidiaries Capitalization Summary June 6, 2003 ------------------------------------------------------------------------------------------------------------------------------------ Fully Diluted Ownership Shares Conversion Terms --------- ------ ---------------- Series D Convertible Preferred Stock TEAMM shareholders 9,710,244 Holder has the right to convert outstanding shares of Series D Convertible Preferred Stock into that number of fully paid and non-assessable shares of Common Stock Series D Convertible Preferred Stock TEAMM shareholders 2,080,242 This represents warrants to purchase 11,790,486 TEAMM common stock which converted to ----------- Accentia Series D Convertible preferred stock on April 10, 2003 Series C Convertible Preferred Stock $1 Par Value Hopkins Capital Group, LLC 3,750,000 Holder has the right to convert MOAB Investment, LP 3,750,000 outstanding shares of Series C ---------- Convertible Preferred Stock into that number of fully paid and non-assessable 7,500,000 Common Stock determined by dividing the aggregate face value of the Series C Convertible Preferred being converted by the Per Share Value of Common Stock. This per share value shall, in turn, be discounted by 20%. Series B Convertible Preferred Stock John Doyle 2,349,610 Holder has the right to convert $1 Par Value Steve Arikian, MD 3,916,017 outstanding shares of Series B Julian Casciano 1,566,407 Convertible Preferred Stockinto that Roman Casciano 242,229 number of fully paid and non-assessable ----------- Common Stock determinedby dividing the 8,074,263 aggregate face value of the Series B Convertible Preferred being converted by the Per Share Value of Common Stock. This per share value shall, in turn, be discounted by 25%. Series A Convertible Preferred Stock Hopkins Capital Group, LLC 866,500 Holder has the right to convert $1 Par Value MOAB Investment, LP 866,500 outstanding shares of Series A Dart Investors LP No 2 200,000 Convertible Preferred Stockinto an Ram Holdings, LLC 500,000 equal number of fully paid and non- Robert Qualls 50,000 ...
Sample 1
Litigation and Government Compliance. (a) To the knowledge of BDS, there are not material actions, suits, proceedings or governmental investigations pending or threatened against or affecting either BDS or the business of BDS except as set forth on Exhibit 3.11, and BDS is not in violation of or in default under any order, rule or regulation of any governmental agency or branch which, in any case, involves the possibility of materially and adversely affecting the business or condition of BDS except as set forth on Exhibit 3.11.
Sample 1

Related to Litigation and Government Compliance

  • Government Compliance (a) Maintain its and all its Subsidiaries’ legal existence and good standing in their respective jurisdictions of organization and maintain qualification in each jurisdiction in which the failure to so qualify could reasonably be expected to have a Material Adverse Change. Comply with all laws, ordinances and regulations to which Borrower or any of its Subsidiaries is subject, the noncompliance with which could reasonably be expected to have a Material Adverse Change.

  • Litigation and Government Claims There is no pending suit, claim, action or litigation or administrative, arbitration or other proceeding or governmental investigation or inquiry against OSI or Outback which would, severally or in the aggregate, have a material adverse effect on the business, results of operations, assets or the condition, financial or otherwise, of OSI and its subsidiaries, taken as a whole. There are no such proceedings threatened or, to the knowledge of OSI or Outback, contemplated or any unasserted claims (whether or not the potential claimant may be aware of the claim), which might, severally or in the aggregate have a material adverse effect on the business, results of operations, assets or the condition, financial or otherwise, of OSI and its subsidiaries, taken as a whole.

  • Litigation and Compliance There is no action, suit, investigation, litigation or proceeding against such Legal Entity pending or threatened before any court, governmental agency or arbitrator that challenges, or would reasonably be expected to have a material adverse effect on, the legality, validity or enforceability of this Agreement.

  • Good Standing and Government Compliance Borrower shall maintain its and each of its Subsidiaries’ organizational existence and good standing in the Borrower State, shall maintain qualification and good standing in each other jurisdiction in which the failure to so qualify could reasonably be expected to have a Material Adverse Effect, and shall furnish to Bank the organizational identification number issued to Borrower by the authorities of the jurisdiction in which Borrower is organized, if applicable. Borrower shall meet, and shall cause each Subsidiary to meet, the minimum funding requirements of ERISA with respect to any employee benefit plans subject to ERISA. Borrower shall comply in all material respects with all applicable Environmental Laws, and maintain all material permits, licenses and approvals required thereunder where the failure to do so could reasonably be expected to have a Material Adverse Effect. Borrower shall comply, and shall cause each Subsidiary to comply, with all statutes, laws, ordinances and government rules and regulations to which it is subject, and shall maintain, and shall cause each of its Subsidiaries to maintain, in force all licenses, approvals and agreements, the loss of which or failure to comply with which would reasonably be expected to have a Material Adverse Effect.

  • Litigation and Regulatory Cooperation During and after the Executive’s employment, the Executive shall cooperate fully with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company which relate to events or occurrences that transpired while the Executive was employed by the Company. The Executive’s full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. During and after the Executive’s employment, the Executive also shall cooperate fully with the Company in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company. The Company shall reimburse the Executive for any reasonable out-of-pocket expenses incurred in connection with the Executive’s performance of obligations pursuant to this Section 7(f).

  • Compliance with Law and Government Regulations The Company is in compliance with, and is not in violation of, applicable federal, state, local or foreign statutes, laws and regulations (including without limitation, any applicable environmental, building, zoning or other law, ordinance or regulation) affecting the Company or its properties or the operation of its business. The Company is not subject to any order, decree, judgment or other sanction of any court, administrative agency or other tribunal.

  • Litigation and Compliance with Laws (a) Except as disclosed in the Borrower’s Annual Report on Form 10-K for 2019 or any subsequent report filed by the Borrower on Form 10-Q or Form 8-K with the SEC since December 31, 2019, there are no actions, suits, proceedings or investigations pending or, to the knowledge of the Borrower or the Guarantors, threatened against the Borrower or the Guarantors or any of their respective properties (including any properties or assets that constitute Collateral under the terms of the Loan Documents), before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that (i) are likely to have a Material Adverse Effect or (ii) would reasonably be expected to affect the legality, validity, binding effect or enforceability of the Loan Documents or, in any material respect, the rights and remedies of the Administrative Agent or the Lenders thereunder or in connection with the Transactions.

  • Compliance with Government Regulations The Company covenants that if any share of Common Stock required to be reserved for purposes of exercise or conversion of Warrants require, under any federal or state law or applicable governing rule or regulation of any national securities exchange, registration with or approval of any governmental authority, or listing on any such national securities exchange, before such shares may be issued upon exercise, the Company will use its commercially reasonable efforts to cause such shares to be duly registered, approved or listed on the relevant national securities exchange, as the case may be.

  • Litigation and Compliance with Law Except as set forth in Schedule 5.17, there are no claims, actions, suits or proceedings, pending or, to the knowledge of the Companies and the Stockholders, threatened against or affecting any Company, at law or in equity, or before or by any Governmental Authority having jurisdiction over such Company. No written notice of any claim, action, suit or proceeding, whether pending or threatened, has been received by any Company and, to the Stockholders' and the Companies' knowledge, there is no basis therefor. Except to the extent set forth in Schedule 5.17, each Company has conducted and is conducting its business in compliance with all Laws applicable to such Company, its assets or the operation of its business.

  • Compliance with Governmental Regulations Landlord and Tenant shall comply with all rules, regulations and requirements promulgated by national, state or local governmental agencies or utility suppliers concerning the use of utility services, including any rationing, limitation or other control. Tenant shall not be entitled to terminate this Lease nor to any abatement in rent by reason of such compliance.

Time is Money Join Law Insider Premium to draft better contracts faster.