No Action or Order Sample Clauses

No Action or Order. No Action shall have been brought by any Governmental Entity and no Order shall have been issued, which: (i) seeks to or does prohibit, prevent, restrain, delay or make illegal the Closing; (ii) seeks or imposes damages on Buyer, any Subsidiary of Buyer, or on any Company or Company Subsidiary in connection with the Closing or the consummation of any of the transactions contemplated hereby; (iii) questions the validity or legality of the Closing or of any of the transactions contemplated hereby; or (iv) seeks to impose conditions upon the ownership or operations of any Company or any Company Subsidiary or the operations of Buyer or any Subsidiary of Buyer (as a result of the consummation of the transactions contemplated hereby) that (x) has had, does have or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Companies or (y) materially impairs (or would reasonably be expected to materially impair) the ability of Buyer to consummate the transactions contemplated hereby or (z) would reasonably be expected to have a material adverse effect on the economic benefits to Buyer arising from this Agreement.
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No Action or Order. No Action shall have been brought by any Governmental Entity and no Order shall have been issued, which: (i) seeks to or does prohibit, prevent, restrain, delay or make illegal the Closing; (ii) seeks or imposes damages on Seller or any Subsidiary of Seller (other than a Company or Company Subsidiary) in connection with the Closing or the consummation of any of the transactions contemplated hereby; or (iii) questions the validity or legality of the Closing or of any of the transactions contemplated hereby.
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No Action or Order. No action shall be pending and no order shall have been issued which (i) involves a challenge to or seeks to prohibit, delay or restrict the consummation of any of the transactions contemplated herein; or (ii) questions the validity or legality of any of the transactions contemplated herein.
Sample 1
No Action or Order. At the Closing Date, there shall be no pending Action or Order that seeks to restrain or prohibit the consummation of the transactions contemplated hereby by the Buyer, UA and by the Shareholders.
Sample 1
No Action or Order. On the Closing Date, no action, suit or proceeding by, or before, any Governmental or Regulatory Authority of competent jurisdiction shall be pending or threatened seeking to (i) enjoin, prohibit or restrain the consummation of the sale of the Shares or the other transactions contemplated by this Agreement or recover damages from Purchaser, any Affiliate of Purchaser or the Company with respect thereto or (ii) require Purchaser to dispose of or hold separately any Shares or assets of the Company or Purchaser. No preliminary or permanent injunction, temporary restraining Order or other decree of any Governmental or Regulatory Authority and no applicable Law shall exist that enjoins, prohibits or restrains the consummation of the transactions contemplated by this Agreement.
Sample 1
No Action or Order. On the Closing Date, no action, suit or proceeding by, or before, any Governmental or Regulatory Authority of competent jurisdiction shall be pending or threatened seeking to enjoin, prohibit or restrain the consummation of the transactions contemplated by this Agreement or recover damages from Seller or any Affiliate of Seller with respect thereto. No preliminary or permanent injunction, temporary restraining Order or other decree of any Governmental or Regulatory Authority and no applicable Law shall exist that enjoins, prohibits or restrains the consummation of the transactions contemplated by this Agreement.
Sample 1
No Action or Order. There shall be no action taken, or any statute, rule, regulation, injunction, order or decree proposed, enacted, enforced, promulgated, issued or deemed applicable to the transaction contemplated hereunder, by any court, government or governmental authority or agency, domestic or foreign, other than the application of the waiting period provisions of the HSR Act (including any extensions thereof); in effect at the Closing that is likely, directly or indirectly, to result in any of the consequences referred to in clauses (a) or (b) of Paragraph 12.5 above.
Sample 1
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Related to No Action or Order

  • No Action or Proceeding No legal or regulatory action or proceeding shall be pending or threatened by any person to enjoin, restrict or prohibit the purchase and sale of the Purchased Shares contemplated hereby;

  • No Material Judgment or Order There shall not be on the Closing Date any judgment or order of a court of competent jurisdiction or any ruling of any Governmental Authority or any condition imposed under any Requirement of Law which, in the judgment of the Purchasers, would prohibit the purchase of the Securities hereunder or subject the Purchasers to any penalty or other onerous condition under or pursuant to any Requirement of Law if the Securities were to be purchased hereunder.

  • No Action No suit, action, or proceeding will be pending or threatened before any governmental or regulatory authority wherein an unfavorable judgment, order, decree, stipulation, injunction or charge would: (i) prevent the consummation of any of the transactions contemplated by this Agreement; or (ii) cause the Transaction to be rescinded following consummation.

  • No Suit You represent and warrant that you have not previously filed, and to the maximum extent permitted by law agree that you will not file, a complaint, charge, or lawsuit against any member of the Group regarding any of the claims released herein. If, notwithstanding this representation and warranty, you have filed or file such a complaint, charge, or lawsuit, you agree that you shall cause such complaint, charge, or lawsuit to be dismissed with prejudice and you shall pay any and all costs required in obtaining a dismissal of such complaint, charge, or lawsuit, including without limitation the attorneys’ fees of any member of the Group against whom I have filed such a complaint, charge, or lawsuit. This paragraph shall not apply, however, to a claim of age discrimination under ADEA or to any non-waivable right to file a charge with the United States Equal Employment Opportunity Commission (the “EEOC”); provided, however, that if the EEOC were to pursue any claims relating to your employment with the Company, you agree that you shall not be entitled to recover any monetary damages or any other remedies or benefits as a result and that this Release and Section 2 of the Change in Control Severance Agreement will control as the exclusive remedy and full settlement of all such claims by you. You hereby agree to waive any and all claims to re-employment with the Company or any other member of the Group and affirmatively agree not to seek further employment with the Company or any other member of the Group.

  • No Actions, Suits or Proceedings No action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries or its or their property is pending or, to the best knowledge of the Company, threatened that (i) could reasonably be expected to have a Material Adverse Effect on the performance of this Agreement or the consummation of any of the transactions contemplated hereby or (ii) could reasonably be expected to result in a Material Adverse Effect.

  • No Actions or Proceedings No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, governmental agency or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of, this Agreement, the other Loan Documents or the consummation of the transactions contemplated hereby or thereby or which, in the Agent's sole discretion, would make it inadvisable to consummate the transactions contemplated by this Agreement or any of the other Loan Documents.

  • Final Judgments or Orders Any final judgments or orders for the payment of money in excess of $5,000,000 in the aggregate shall be entered against any Loan Party by a court having jurisdiction in the premises, which judgment is not discharged, vacated, bonded or stayed pending appeal within a period of thirty (30) days from the date of entry;

  • No Order No governmental authority or other agency or commission or federal or state court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, or other order (whether temporary, preliminary or permanent) which is in effect and which materially restricts, prevents or prohibits consummation of the Closing or any transaction contemplated by this Agreement.

  • Court Order Upon the County’s receipt of an order issued by a court having jurisdiction over a Contract Agency’s inmate, transport will be according to the terms expressed in the court order, or by the Contract Agency or the County pursuant to Section 6 above.

  • No Governmental Order No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the Merger or any of the other material transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting the consummation of the Merger or any of the other transactions contemplated by this Agreement.

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