No Adverse Action. No adverse action (disciplinary action) shall be taken against an employee based upon written materials that are not contained within the official personnel file unless otherwise required by law.
No Adverse Action. No Law or Order shall have been promulgated, enacted, entered, enforced or deemed applicable to this Agreement, or the transactions contemplated hereby by any Governmental Entity that would (i) make this Agreement or any other agreement contemplated hereby, or the P&A Transaction, illegal, invalid or unenforceable, or (ii) impose material limits in the ability of any party to this Agreement to complete this Agreement or any other agreement contemplated hereby, or the P&A Transaction.
No Adverse Action. The Company and the Subsidiaries shall refrain, during the period beginning on the Execution Date and ending on the Termination Date, from taking any action or entering into any arrangement which in any way materially and adversely affects the provisions of the Certificate of Designation, this Agreement or any other Transaction Document.
No Adverse Action. There shall not have been adopted or enacted any statute, rule or regulation prohibiting or imposing any material condition on the transactions contemplated by this Agreement, nor shall there have been instituted or pending any action or proceeding by or before any court or governmental authority or other regulatory or administrative agency or commission, domestic or foreign, by any government or governmental authority, nor shall there be any determination by any government, governmental authority, regulatory or administrative agency or commission which, in either case, seeks to restrain, enjoin or impose any material condition on the transactions contemplated by this Agreement or the Merger Agreement, or would require Issuer or Purchaser, in the reasonable opinion of Purchaser, to take any action or do anything in connection with the foregoing that may reasonably be expected to have a material adverse effect to their respective businesses or materially impair the ownership or operation of all or a material portion of the business, assets or properties presently owned by Issuer or any of its Subsidiaries or to be acquired by Purchaser pursuant to the Merger Agreement.
No Adverse Action. The Company and its Subsidiaries shall refrain, while any Debentures are outstanding, from taking any action or entering into any arrangement which in any way materially and adversely affects (i) the rights, privileges or benefits available to a holder of a Debenture or (ii) the rights, privileges or benefits available to a holder of a Warrant.
No Adverse Action. There are no actions, suits, claims or legal, ----------------- administrative, arbitration or other proceedings or governmental investigations or examinations pending or threatened or injunctions or orders entered, pending or threatened against BUYER or its business, property or assets, at law or in equity, before or by any federal, state, municipal or other governmental department, court, commission, board, bureau, agency or instrumentality, domestic or foreign, to restrain or prohibit the consummation of the transactions contemplated hereby or to obtain damages which if decided adversely would adversely affect the ability of BUYER to consummate the transactions provided for in this Agreement.
No Adverse Action. There shall not be pending or threatened any action before any court or other governmental authority against the Seller. The Business shall not have been materially affected by any event or circumstance after the date of this Agreement.
No Adverse Action. The Company and its subsidiaries shall refrain, ----------------- while any Series B-2 Preferred Stock is outstanding, from taking any action or entering into any arrangement which in any way adversely affects the rights, privileges or benefits available to a holder of Preferred Stock pursuant to the terms of the Series B-2 Articles of Amendment.
No Adverse Action. The District shall take no adverse action against any employee as a result of his/her reporting any condition believed to be unsafe.
No Adverse Action. There are no actions, suits, claims or legal, administrative, arbitration or other proceedings or governmental investigations or examinations pending or, to Seller's knowledge, threatened or injunctions or orders entered, pending or, to Seller's knowledge, threatened against Seller or its business, property or assets, at Law or in equity, before or by any Governmental Authority relating to or arising from the Business or the Assets, or which seek to restrain or prohibit the consummation of the transactions contemplated hereby.
