Common use of No Adverse Action Clause in Contracts

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.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Omnipoint Corp \De\), Securities Purchase Agreement (East West Communications Inc)

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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 under this Agreement or the Merger Agreement, or would require Issuer or PurchaserPurchasers, in the reasonable opinion of PurchaserPurchasers, 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 Purchasers pursuant to the Merger Reorganization Agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (Voicestream Wireless Corp)

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 Reorganization Agreement, or would require Issuer or PurchaserPurchasers, in the reasonable opinion of PurchaserPurchasers, 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 Purchasers pursuant to the Merger Reorganization Agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (Voicestream Wireless Corp)

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 under this Agreement or the Merger Agreement, or would require Issuer or PurchaserPurchasers, in the reasonable opinion of PurchaserPurchasers, 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 Purchasers pursuant to the Merger Reorganization Agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (Omnipoint Corp \De\)

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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 Reorganization Agreement, or would require Issuer or PurchaserPurchasers, in the reasonable opinion of PurchaserPurchasers, 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 Purchasers pursuant to the Merger Reorganization Agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (Omnipoint Corp \De\)

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 under this Agreement or the Merger Agreement, or would require Issuer or PurchaserPurchasers, in the reasonable opinion of PurchaserPurchasers, 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.presently

Appears in 1 contract

Samples: Securities Purchase Agreement (Voicestream Wireless Holding Corp)

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