Litigation; Legal Impediments Sample Clauses

Litigation; Legal Impediments. Except as set forth in Schedule 2.06: (a) There is no action, proceeding or investigation pending or, to the knowledge of VTI or the VTI Shareholders, threatened against VTI before any court or administrative agency. (b) No person, firm, corporation or entity has a claim against VTI (or a successor in interest to VTI) based upon: (i) Ownership or rights to ownership of any shares of VTI Common Stock; (ii) Any rights as a VTI securities holder, including, without limitation, any option or other right to acquire any VTI securities, any preemptive rights or any rights to notice or to vote, or (iii) Any rights under any agreement between VTI and any VTI securities holder or former VTI securities holder in such holder's capacity as such; and (c) There is no order, decree or ruling by any court or governmental agency or threat thereof, or any other fact or circumstance that would prohibit or render illegal the transactions provided for in this Agreement. (d) There is no litigation or proceeding pending or threatened that would have the probable effect of enjoining or preventing the consummation of any of the transactions provided for in this Agreement.
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Litigation; Legal Impediments. Except as set forth in Schedule 2.06: ----------------------------- ------------- (a) There is no action, proceeding or investigation pending or, to the knowledge of Visionary or the Visionary Shareholders, threatened against Visionary before any court or administrative agency. (b) No person, firm, corporation or entity has a claim against Visionary (or a successor in interest to Visionary) based upon: (i) Ownership or rights to ownership of any shares of Visionary Common Stock; (ii) Any rights as a Visionary securities holder, including, without limitation, any option or other right to acquire any Visionary securities, any preemptive rights or any rights to notice or to vote; or (iii) Any rights under any agreement between Visionary and any Visionary securities holder or former Visionary securities holder in such holder's capacity as such. (c) There is no order, decree or ruling by any court or governmental agency or threat thereof, or any other fact or circumstance that would prohibit or render illegal the transactions provided for in this Agreement. (d) There is no litigation or proceeding pending or threatened that would have the probable effect of enjoining or preventing the consummation of any of the transactions provided for in this Agreement.
Litigation; Legal Impediments. Except as set forth in Schedule 4.6: (a) There is no claim, action, suit, proceeding, or, to the knowledge of Seller, investigation (including any product liability, warranty or similar claim, action, suit, proceeding, or, to the knowledge of Seller, investigation) that has been asserted against Seller since December 31, 2003, other than as set forth in the Seller Financial Statements, pending or, to the knowledge of Seller, threatened against or affecting Seller, at law or in equity, before any Governmental Authority. No written notice of any claim, action, suit, proceeding, or investigation, whether pending or threatened, has been received by Seller and, to the knowledge of Seller, there is no basis therefor. (b) There is no order, decree, or ruling by any Governmental Authority or, to the knowledge of Seller, threat thereof that would prohibit or render illegal the transactions provided for in this Agreement. (c) There is no litigation or proceeding pending or, to the knowledge of Seller, threatened that would have the probable effect of enjoining or preventing the consummation of any of the transactions provided for in this Agreement.
Litigation; Legal Impediments. Except as set forth in Schedule ----------------------------- -------- 2.06, ---- (a) There is no action, proceeding or investigation pending or, to the knowledge of Media Resolutions or the Media Resolutions Shareholders, threatened against Media Resolutions before any court or administrative agency. (b) No person, firm, corporation or entity has a claim against Media Resolutions (or a successor in interest to Media Resolutions) based upon: (i) ownership or rights to ownership of any shares of Media Resolutions Common Stock, (ii) any rights as a Media Resolutions securities holder, including, without limitation, any option or other right to acquire any Media Resolutions securities, any preemptive rights or any rights to notice or to vote, or (iii) any rights under any agreement between Media Resolutions and any Media Resolutions securities holder or former Media Resolutions securities holder in such holder's capacity as such. (c) There is no order, decree or ruling by any court or governmental agency or threat thereof, or any other fact or circumstance that would prohibit or render illegal the transactions provided for in this Agreement. (d) There is no litigation or proceeding pending or threatened that would have the probable effect of enjoining or preventing the consummation of any of the transactions provided for in this Agreement.
Litigation; Legal Impediments. Except as set forth in Schedule 4.06, ----------------------------- ------------- (a) There is no material action, proceeding or investigation pending or, to the knowledge of Edge, threatened against Edge before any court or administrative agency. (b) There is, to the knowledge of Edge, no order, decree or ruling by any court or governmental agency or threat thereof, or any other fact or circumstance that would prohibit or render illegal the transactions provided for in this Agreement.
Litigation; Legal Impediments. Except as set forth in Schedule 5.6: (a) There is no claim, action, suit, proceeding or, to the knowledge of Target, investigation (including any product liability, warranty or similar claim, action, suit, proceeding or, to the knowledge of Target, investigation) that has been asserted against Target or any Target Subsidiary since December 31, 2002, other than as set forth in the Target Financial Statements, pending or, to the knowledge of Target, threatened against or affecting Target, at law or in equity, before any Governmental Authority. No written notice of any claim, action, suit, proceeding or investigation, whether pending or threatened, has been received by Target and, to the knowledge of Target, there is no basis therefor. (b) To the knowledge of Target, no person, firm, corporation or entity has a claim against Target or any Target Subsidiary (or a successor in interest to Target) based upon: (i) Ownership or rights to ownership of any shares of Target Common Stock or of any securities of or equity interests in any Target Subsidiary; (ii) Any rights as a Target securities holder, including any option or other right to acquire any Target securities, any preemptive rights or any rights to notice or to vote, or (iii) Any rights it may have under any agreement between Target and any Target securities holder or former Target securities holder in such holder's capacity as such. (c) There is no order, decree or ruling by any Governmental Authority or, to the knowledge of Target, threat thereof that would prohibit or render illegal the transactions provided for in this Agreement. (d) There is no litigation or proceeding pending or, to the knowledge of Target, threatened that would have the probable effect of enjoining or preventing the consummation of any of the transactions provided for in this Agreement.

Related to Litigation; Legal Impediments

  • No Legal Impediments The making of the Loans or the Issuance of such Letter of Credit on such date does not violate any Requirement of Law on the date of or immediately following such Loan or Issuance of such Letter of Credit and is not enjoined, temporarily, preliminarily or permanently. Each submission by the Borrower to the Administrative Agent of a Notice of Borrowing or a Swing Loan Request and the acceptance by the Borrower of the proceeds of each Loan requested therein, and each submission by the Borrower to an Issuer of a Letter of Credit Request, and the Issuance of each Letter of Credit requested therein, shall be deemed to constitute a representation and warranty by the Borrower as to the matters specified in clause (b) above on the date of the making of such Loan or the Issuance of such Letter of Credit.

  • No Legal Impediment No change shall have occurred in any law or regulations thereunder or interpretations thereof that in the reasonable opinion of any Bank would make it illegal for such Bank to make such Loan.

  • No Legal Impediment to Sale No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the sale of the Shares; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the sale of the Shares.

  • Other Legal Actions The actions stipulated in this Integrity Pact are without prejudice to any other legal action that may follow in accordance with the provisions of the extant law in force relating to any civil or criminal proceedings.

  • Litigation; Decrees There is no Litigation pending or, to the Buyer’s knowledge, threatened in writing that challenges the validity or enforceability of this Agreement or seeks to enjoin or prohibit consummation of the transactions contemplated hereby. Neither Buyer nor any of its Subsidiaries is subject to any outstanding Decree that would prevent or materially impair or delay Buyer’s ability to consummate the transactions contemplated hereby or perform its obligations hereunder on a timely basis.

  • No Legal Impediment to Issuance No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Securities; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Securities.

  • No Legal Actions No court or governmental authority of competent jurisdiction shall have issued an order, not subsequently vacated, restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement, and no person shall have instituted an action or proceeding which shall not have been previously dismissed seeking to restrain, enjoin or prohibit the consummation of the transactions contemplated by this Agreement or seeking damages with respect thereto.

  • Litigation; Governmental Proceedings There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation or governmental proceeding pending or, to the Company’s knowledge, threatened against, or involving the Company or, to the Company’s knowledge, any executive officer or director which has not been disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus or in connection with the Company’s listing application for the listing of the Public Securities on the Exchange.

  • No Legal Action No action or proceeding shall be pending or threatened by any Person to enjoin, restrict or prohibit any of the Transactions or the right of the Purchaser to conduct the Purchaser Business after Closing on substantially the same basis as heretofore conducted.

  • Investigatory Leave The Appointing Authority/designee may place an employee who is the subject of a disciplinary investigation on an investigatory leave with pay provided a reasonable basis exists to warrant such leave.

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