Litigation; Other Events. No Law or Order shall have been enacted, entered, issued, promulgated or enforced by any Governmental Entity, nor shall any Action be pending or threatened, which questions the validity or legality of, or prohibits or restricts or, if successful, would prohibit or restrict, the transactions contemplated by this Agreement.
Litigation; Other Events. No claim, action, suit or proceeding shall have been instituted or shall be threatened by any Person which seeks to prohibit, restrict or delay consummation of the purchase of the Purchased Assets hereunder, or any of the conditions to consummation of such purchase, or to subject the Parent or its directors, officers, employees or agents to liability on the ground that it or they have breached any law or regulation or otherwise acted improperly in relation to the transactions contemplated by this Agreement.
Litigation; Other Events. No Law or Order shall have been enacted, entered, issued, promulgated or enforced by any Governmental Entity, nor shall any Action be pending or threatened, which questions the validity or legality of, or prohibits or restricts or, if successful, would prohibit or restrict, the transactions contemplated by this Agreement or would not permit York or its Subsidiaries as presently operated to continue unimpaired in all material respects following the Closing Date or which would have any material adverse effect on the right or ability of Buyer Parties to own, operate, possess or transfer York and its Subsidiaries after the Closing.
Litigation; Other Events. No action, suit or proceeding shall have been instituted by any Person which seeks to prohibit, restrict or delay consummation of the transactions contemplated herein or any of the conditions material to consummation of the transaction contemplated herein. There shall not be in effect any Law of any Governmental Entity of competent jurisdiction restraining, enjoining or otherwise preventing the consummation of the transactions contemplated by this Agreement.
Litigation; Other Events. (a) No preliminary or permanent injunction or other order of any court restraining or prohibiting the consummation of the Transactions contemplated hereby shall be in effect.
(b) There shall not be pending any inquiry by any Governmental Body or Legal Proceeding that seeks, nor any Law that would have the effect, to:
(i) challenge, restrain, prohibit or delay the sale and purchase of the Securities, the Convertible Preferred Stock, or the Nonvoting Warrant Shares pursuant to this Agreement or any of the Transactions contemplated hereby or obtain damages as a result thereof;
(ii) make the sale or purchase of the Securities, the Convertible Preferred Stock, or the Nonvoting Warrant Shares pursuant to this Agreement or any of the Transactions contemplated hereby illegal or in violation of any duty;
(iii) impose or result in material limitations on the ability of Purchaser or any of its Affiliates to exercise full rights of ownership of the portion of the Securities, the Convertible Preferred Stock, or the Nonvoting Warrants purchased by it hereunder, or any of the Transactions contemplated hereby including, without limitation, the right to vote the Shares (and the Series A Preferred Stock, or the underlying Stock, issued upon the conversion of the Tranche A Note) on all matters properly presented to the shareholders of the Company as contemplated by the Amendment; or
(iv) impose upon Purchaser or the Company, directly or indirectly, the restraints or conditions set forth in the TBCA Business Combinations Provisions or in Article Nine of the Charter or similar restraints or conditions.
Litigation; Other Events. No claim, action, suit or proceeding shall have been instituted or shall be threatened by any Person which seeks to prohibit, restrict or delay consummation of the Exchange, or any of the conditions to consummation of such Exchange, or to subject MSC to liability on the ground that it has breached Legal Requirement or otherwise acted improperly in relation to the transactions contemplated by this Agreement.
Litigation; Other Events. No claim, action, suit or proceeding shall have been instituted or shall be threatened by any person (excluding any such matter initiated by or on behalf of Company and/or the Shareholder) which (i) seeks to prohibit, restrict or delay consummation of the terms of this Agreement, or any of the conditions to consummation of such terms of this Agreement (ii) seeks to subject the Shareholder or Company or any of its directors, officers, employees or agents to liability on the ground that it or they have breached any law or regulation or otherwise acted improperly in relation to the transactions contemplated by this Agreement, or otherwise (iii) could in sole and absolute discretion of Company have a material adverse effect on Company, the Shareholder or TCA CRESENT or their respective businesses.
Litigation; Other Events. (a) No preliminary or permanent injunction or other order of any court restraining or prohibiting the consummation of the transactions contemplated hereby shall be in effect.
(b) There shall not be pending, nor shall there have been threatened, any inquiry by a Governmental Body or Legal Proceeding that seeks, nor any Law that would have the effect, to:
(i) challenge, restrain, prohibit, or delay the sale or purchase of the Shares or the Warrant Shares pursuant to this Agreement or any of the transactions contemplated hereby or obtain damages as a result thereof;
(ii) make the sale or purchase of the Shares or the Warrant Shares pursuant to this Agreement illegal or in violation of any duty;
(iii) impose or result in material limitations on the ability of Purchaser or any of its respective Affiliates to exercise full rights of ownership of the Shares or the Warrant Shares purchased by it hereunder, including, without limitation, the right to vote such portion of the Shares or the Warrant Shares purchased by it hereunder on all matters properly presented to the shareholders of the Company; or
(iv) impose upon Purchaser, directly or indirectly, the restraints or conditions set forth in the TBCA Business Combination Provisions or in Article Nine of the Charter or similar restraints or conditions.
Litigation; Other Events. No claim, action, suit or proceeding shall have been instituted or shall be threatened by any Person which (i) seeks to prohibit, restrict or delay consummation of the Acquisition, or any of the conditions to consummation of such Acquisition (ii) seeks to subject the Purchaser or any of its directors, officers, employees or agents to liability on the grounds that it or they have breached any law or regulation or otherwise acted improperly in relation to the transactions contemplated by this Agreement, or otherwise (iii) could in sole and absolute discretion of the Purchaser have a Material Adverse Effect on the Company or the Purchaser or their respective businesses.
Litigation; Other Events. (a) No preliminary or permanent injunction or other order of any court restraining or prohibiting the consummation of the Transactions contemplated hereby shall be in effect.
(b) Except with respect to those items listed in Section 8.4(b) of the Disclosure Schedule as the same exist on the date hereof and without giving effect to adverse developments in such matters between the date hereof and the Closing Date, there shall not be pending any inquiry by any Governmental Body or Legal Proceeding which, individually or in
