Common use of No Action or Proceeding Clause in Contracts

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. If any of the conditions contained in this section 7.1 shall not be performed or fulfilled at or prior to the Time of Closing to the satisfaction of the Purchaser, acting reasonably, the Purchaser may, by notice to the Vendors, terminate this Agreement and the obligations of the Vendors and the Purchaser under this Agreement other than the obligations contained in sections 9.2 and 9.3 shall be terminated. Any such condition may be waived in whole or in part by the Purchaser without prejudice to any claims it may have for breach of covenant, representation or warranty.

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 Holdco Shares contemplated hereby. If any of the conditions contained in this section 7.1 7.2 shall not be performed or fulfilled at or prior to the Time of Closing to the satisfaction of the PurchaserVendors, acting reasonably, the Purchaser Vendors may, by notice to the VendorsPurchaser, terminate this Agreement and the obligations of the Vendors and the Purchaser under this Agreement other than the obligations contained in sections 9.2 and 9.3 shall be terminated. Any such condition may be waived in whole or in part by the Purchaser Vendors without prejudice to any claims it may have for breach of covenant, representation or warranty.

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 any of the Purchased Shares contemplated hereby. If any of the conditions contained in this section 7.1 7.2 shall not be performed or fulfilled at or prior to the Time of Closing to the satisfaction of the PurchaserVendor, acting reasonably, the Purchaser Vendor may, by notice to the VendorsPurchaser, terminate this Agreement and the obligations of the Vendors Vendor and the Purchaser under this Agreement other than the obligations contained in sections 9.2 and 9.3 shall be terminated. Any such condition may be waived in whole or in part by the Purchaser Vendor without prejudice to any claims it may have for breach of covenant, representation or warranty.