Litigation; Labor Matters; Compliance with Laws. (i) There is no suit, action or proceeding or investigation pending or, to the Knowledge of the Company, overtly threatened in writing against the Company that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect with respect to the Company or prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement, nor is there any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against the Company having, or which, insofar as reasonably could be foreseen by the Company, in the future could have, any such effect. (ii) The Company is not a party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization, nor is it the subject of any proceeding asserting that it has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor is there any strike, work stoppage or other labor dispute involving it pending or, to the Knowledge of the Company, overtly threatened in writing, any of which could have a Material Adverse Effect with respect to Company. (iii) The conduct of the business of the Company complies in all material respects with all statutes, laws, regulations, ordinances, rules, judgments, orders, decrees or arbitration awards applicable thereto.
Appears in 4 contracts
Samples: Exchange Agreement (Traqer Corp), Exchange Agreement (Freebutton, Inc.), Exchange Agreement (Freebutton, Inc.)
Litigation; Labor Matters; Compliance with Laws. (i) There is no suit, action or proceeding or investigation pending or, to the Knowledge knowledge of the CompanyPubco, overtly threatened in writing against the Company Pubco that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect with respect to the Company Pubco or prevent, hinder or materially delay the ability of the Company Pubco to consummate the transactions contemplated by this Agreement, nor is there any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against the Company Pubco having, or which, insofar as reasonably could be foreseen by the CompanyPubco, in the future could have, any such effect.
(ii) The Company Pubco is not a party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization, nor is it the subject of any proceeding asserting that it has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor is there any strike, work stoppage or other labor dispute involving it pending or, to the Knowledge of the Companyits knowledge, overtly threatened in writing, any of which could have a Material Adverse Effect with respect to CompanyPubco.
(iii) The conduct of the business of the Company Pubco complies in all material respects with all statutes, laws, regulations, ordinances, rules, judgments, orders, decrees or arbitration awards applicable thereto.
Appears in 4 contracts
Samples: Exchange Agreement (Traqer Corp), Exchange Agreement (Freebutton, Inc.), Exchange Agreement (Freebutton, Inc.)
Litigation; Labor Matters; Compliance with Laws. (i) There is no suit, action or proceeding or investigation pending or, to the Knowledge of the Company, overtly or threatened in writing against or affecting the Company or any basis for any such suit, action, proceeding or investigation that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect with respect to the Company or prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement, nor is there any judgment, decree, injunction, rule or order of any Governmental Entity governmental entity or arbitrator outstanding against the Company having, or which, insofar as reasonably could be foreseen by the Company, in the future could have, any such effect.
(ii) The Company is not a party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization, nor is it the subject of any proceeding asserting that it has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor is there any strike, work stoppage or other labor dispute involving it pending or, to the Knowledge of the Companyits knowledge, overtly threatened in writingthreatened, any of which could have a Material Adverse Effect with respect to the Company.
(iii) The conduct of the business of the Company complies in all material respects with all statutes, laws, regulations, ordinances, rules, judgments, orders, decrees or arbitration awards applicable thereto.
Appears in 2 contracts
Samples: Share Exchange Agreement, Share Exchange Agreement (Meridian Waste Solutions, Inc.)
Litigation; Labor Matters; Compliance with Laws. (i) There is no suit, action or proceeding or investigation pending or, to the Knowledge of the Company, overtly or threatened in writing against or affecting the Company or any basis for any such suit, action, proceeding or investigation that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect material adverse effect with respect to the Company or prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement, nor is there any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against the Company having, or which, insofar as reasonably could be foreseen by the Company, in the future could have, any such effect.
(ii) The Company is not a party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization, nor is it the subject of any proceeding asserting that it has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor is there any strike, work stoppage or other labor dispute involving it pending or, to the Knowledge of the Companyits knowledge, overtly threatened in writingthreatened, any of which could have a Material Adverse Effect material adverse effect with respect to the Company.
(iii) The conduct of the business of the Company complies in all material respects with all statutes, laws, regulations, ordinances, rules, judgments, orders, decrees or arbitration awards applicable thereto.
Appears in 1 contract
Samples: Merger Agreement (Biostem, Inc.)
Litigation; Labor Matters; Compliance with Laws. (i) There is no suit, action or proceeding or investigation pending or, to the Knowledge knowledge of the CompanyEcho, overtly threatened in writing against the Company Echo that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect with respect to the Company Echo or prevent, hinder or materially delay the ability of the Company Echo to consummate the transactions contemplated by this Agreement, nor is there any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against the Company Echo having, or which, insofar as reasonably could be foreseen by the CompanyEcho, in the future could have, any such effect.
(ii) The Company Echo is not a party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization, nor is it the subject of any proceeding asserting that it has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor is there any strike, work stoppage or other labor dispute involving it pending or, to the Knowledge of the Companyits knowledge, overtly threatened in writing, any of which could have a Material Adverse Effect with respect to CompanyEcho.
(iii) The conduct of the business of the Company Echo complies in all material respects with all statutes, laws, regulations, ordinances, rules, judgments, orders, decrees or arbitration awards applicable thereto.
Appears in 1 contract
Litigation; Labor Matters; Compliance with Laws. (i) There Except as disclosed in the Recent SEC Documents, there is no suit, action or proceeding or investigation inves- tigation pending or, to the Knowledge knowledge of the Company, overtly threatened in writing against or affecting the Company or any of its subsidiaries or any basis for any such suit, action, pro- ceeding or investigation that, individually or in the aggregateaggre- gate, could reasonably be expected to have a Material Adverse Effect material ad- verse effect with respect to the Company or prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement, nor is there any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against the Company or any of its subsidiaries having, or which, insofar as reasonably could be foreseen by the Company, in the future could have, any such effect.
(ii) The Neither the Company nor any of its subsid- iaries is not a party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization, nor is it or any of its subsidiaries the subject of any proceeding asserting that it or any subsidiary has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor is there any strike, work stoppage or other labor dispute involving it or any of its subsidiaries pending or, to the Knowledge of the Companyits knowledge, overtly threatened in writingthreatened, any of which could have a Material Adverse Effect material adverse effect with respect to the Company.
(iii) The conduct of the business of each of the Company and each of its subsidiaries complies in all material respects with all statutes, laws, regulations, ordinances, rules, judgments, orders, decrees or arbitration awards applicable thereto, except for violations or failures so to comply, if any, that, individually or in the aggregate, could not reasonably be expected to have a material adverse effect with respect to the Company.
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