No Action by Governmental Entity. (i) No Governmental Entity shall have enacted, issued, promulgated, enforced or entered any order or Law which is in effect which would, and (ii) there shall not be instituted or pending any action, suit or proceeding in which any Governmental Entity seeks to, (A) make the Merger illegal or otherwise challenge, restrain or prohibit consummation of the Merger or the other transactions contemplated by this Agreement or places or imposes any material limitations on the Parent, Subsidiary or Surviving Corporation’s ability to acquire, hold or derive the benefits of the business or the properties of the Company and its subsidiaries or (B) cause the transactions contemplated by this Agreement to be rescinded following consummation, provided that Parent and Subsidiary may not invoke the condition set forth in Section 6.2.8(ii) unless and until they have used all commercially reasonable efforts to have such action, suit or proceeding dismissed.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Dicks Sporting Goods Inc), Agreement and Plan of Merger (Dicks Sporting Goods Inc), Agreement and Plan of Merger (Golf Galaxy, Inc.)
No Action by Governmental Entity. (i) No Governmental Entity shall have enacted, issued, promulgated, enforced or entered any order Order or Applicable Law which is in effect which would, and (ii) there shall not be instituted or pending any action, suit or proceeding in which any Governmental Entity seeks to, (A) make the Merger illegal or otherwise challenge, restrain or prohibit consummation of the Merger or the other transactions contemplated by this Agreement or places or imposes any material limitations on the ParentAcquiror, Subsidiary Merger Sub or Surviving Corporation’s ability to acquire, hold or derive the benefits of the business or the properties of the Company and its subsidiaries Subsidiaries or (B) cause the transactions contemplated by this Agreement to be rescinded following consummation, provided that Parent Acquiror and Subsidiary Merger Sub may not invoke the condition set forth in Section 6.2.8(ii6.2.6(ii) unless and until they have used all commercially reasonable efforts to have such action, suit or proceeding dismissed.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Max & Ermas Restaurants Inc)
No Action by Governmental Entity. (i) No Governmental Entity shall have enacted, issued, promulgated, enforced or entered any order Order or Applicable Law which is in effect which would, and (ii) there shall not be instituted or pending any action, suit or proceeding in which any Governmental Entity seeks to, (A) make the Merger illegal or otherwise challenge, restrain or prohibit consummation of the Merger or the other transactions contemplated by this Agreement or places or imposes any material limitations on the ParentAcquiror, Subsidiary Merger Sub or Surviving Corporation’s ability to acquire, hold or derive the benefits of the business or the properties of the Company and its subsidiaries Subsidiaries or (B) cause the transactions 44 contemplated by this Agreement to be rescinded following consummation, provided that Parent Acquiror and Subsidiary Merger Sub may not invoke the condition set forth in Section 6.2.8(ii6.2.6(ii) unless and until they have used all commercially reasonable efforts to have such action, suit or proceeding dismissed.
Appears in 1 contract
Samples: Agreement and Plan of Merger (G&R Acquisition, Inc.)
