No Adverse Decision Sample Clauses

No Adverse Decision. There shall be no action, suit, investigation or proceeding pending or threatened by or before any court, arbitrator or administrative or governmental body which seeks to restrain, enjoin, prevent the consummation of or otherwise affect the transactions contemplated by this Agreement or questions the validity or legality of any such transactions or seeks to recover damages or to obtain other relief in connection with any such transactions.
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No Adverse Decision. There shall not be any action taken or threatened, or any statute, rule, regulation or order enacted, entered, threatened, or deemed applicable to the transactions contemplated hereby, by any foreign or United States Federal or state government or Governmental Entity or Regulatory Authority or court that, whether in connection with the grant of a Requisite Regulatory Approval, any agreement proposed by any foreign or United States Federal or state government or Governmental Entity or Regulatory Authority, or otherwise, which (i) requires or could reasonably be expected to require any divestiture of a portion of its business that Acquirer in its reasonable judgment believes will have a Material Adverse Effect on Target or (ii) imposes any condition upon Target that in Acquirer's reasonable judgment (x) would be materially burdensome to Target or (y) would materially increase the costs incurred or that will be incurred by Acquirer as a result of consummating the Acquisition and the other transactions contemplated hereby. There shall be no action, suit, investigation or proceeding pending or threatened by or before any Governmental Entity which (i) seeks to restrain, enjoin, prevent the consummation of or otherwise materially affect the transactions contemplated by this Agreement or (ii) questions the validity or legality of any such transactions or seeks to recover damages or to obtain other relief in connection with any such transactions.
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No Adverse Decision. There shall not be any action taken or threatened, or any statute, rule, regulation or order enacted, entered, threatened, or deemed applicable to the transactions contemplated hereby, by any foreign, Canadian or United States federal, provincial, state or local government or Governmental Entity or Regulatory Authority or court that, whether in connection with the grant of a Requisite Regulatory Approval, any agreement proposed by any foreign, Canadian or United States federal, state, local or provincial government or Governmental Entity or Regulatory Authority, or otherwise, which (i) requires or could reasonably be expected to require any divestiture by the Purchaser, the Corporation or any of its Subsidiaries of a portion of its business that the Purchaser in its reasonable judgment believes will result in a Material Adverse Change to the Purchaser or the Corporation or (ii) imposes any condition upon the Corporation or any of its Subsidiaries that in the Purchaser's reasonable judgment (x) would be materially burdensome to the Corporation and its Subsidiaries taken as a whole or (y) would materially increase the costs incurred or that could be incurred by the Purchaser as a result of consummating the transactions contemplated hereby.
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No Adverse Decision. No decision of any federal, state or foreign court awarding substantial damages or penalties against any of the parties hereto or any subsidiaries or affiliates thereof in connection with the Holding Company Acquisition and the Mergers shall have been rendered, and no action or proceeding before any such court seeking such damages or penalties or a preliminary or permanent injunction or other order to prevent the consummation of either of the Mergers shall be pending.
Sample 1
No Adverse Decision. There shall not be any material action taken or overtly threatened, or any statute, rule, regulation or order enacted, entered, threatened, or deemed applicable to the transactions contemplated hereby, by any Governmental Entity or Regulatory Authority or court that, whether in connection with the grant of a Requisite Regulatory Approval, any agreement proposed by any Governmental Entity or Regulatory Authority, or otherwise, which (i) requires or could reasonably be expected to require any divestiture by Xplor or the Lomak Entities of a portion of its assets or business that Venus in its reasonable judgment believes will have a Material Adverse Effect on Xplor or (ii) imposes any condition upon either of such entities or their assets that in Venus's reasonable judgment (x) would be materially burdensome to Venus or Xplor or (y) would materially increase the costs incurred or that will be incurred by Venus or Xplor as a result of consummating the Venus Exchange and the Lomak Exchange and the other transactions contemplated hereby. There shall be no action, suit, investigation or proceeding pending or overtly threatened by or before any Governmental Entity which (i) seeks to restrain, enjoin, prevent the consummation of or otherwise affect the transactions contemplated by this Agreement or (ii) questions the validity or legality of any such transactions or seeks to recover damages or to obtain other relief in connection with any such transactions.
Sample 1
No Adverse Decision. There shall not be any action taken or threatened, or any statute, rule, regulation or order enacted, entered, threatened, or deemed applicable to the transactions contemplated hereby, by any governmental entity or regulatory authority or court that, whether in connection with the grant of a requisite regulatory approval, any agreement proposed by any governmental entity or regulatory authority, or otherwise, which (i) requires or could reasonably be expected to require any divestiture by Solmecs or SCNV of a portion of the Business that SCNV, in its reasonable judgment, believes will have materially adverse effect on SCNV or (ii) imposes any condition upon Solmecs that in SCNV's reasonable judgment (x) would be materially burdensome to Solmecs to (y) would materially increase the costs
Sample 1
No Adverse Decision. There shall be no action, suit, investigation or proceeding pending or, to the knowledge of Intraware, threatened by or before any court, arbitrator or administrative or governmental body which seeks to restrain, enjoin, prevent the consummation of or otherwise affect the transactions contemplated by this Agreement or questions the validity or legality of any such transactions or seeks to recover damages or to obtain other relief in connection with any such transactions.
Sample 1
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No Adverse Decision. There shall be no action, suit, investigation or proceeding pending or, to the knowledge of Fusionstorm, threatened by or before any court, arbitrator or administrative or governmental body which seeks to restrain, enjoin, prevent the consummation of or otherwise affect the transactions contemplated by this Agreement or questions the validity or legality of any such transactions or seeks to recover damages or to obtain other relief in connection with any such transactions.
Sample 1
No Adverse Decision. There shall not be any action taken or overtly threatened, or any statute, rule, regulation or order enacted, entered, overtly threatened, or deemed applicable to the transactions contemplated hereby, by any United States federal or state government or governmental authority or court that, whether in connection with the grant of a Requisite Regulatory Approval, any agreement proposed by any United States federal or state government or governmental authority, or otherwise, (i) requires or could reasonably be expected to require (x) any divestiture by the Company of a portion of the business of the Company that the Company or Z/C in its reasonable judgment believes will have a material adverse effect on the Company or (ii) imposes any condition upon the Company that in the Company's or Z/C's reasonable judgment will be materially burdensome to the Company. There shall be no action, suit, investigation or proceeding pending or threatened by or before any Governmental Entity which (i) seeks to restrain, enjoin, prevent the consummation of or otherwise affect the transactions contemplated by this Agreement or (ii) questions the validity or legality of any such transactions or seeks to recover damages or to obtain other relief in connection with any such transaction, other than with respect to those matters identified in Section 4.07 for which Z/C shall be responsible.
Sample 1

Related to No Adverse Decision

  • No Adverse Action or Decision There shall be no action, suit, investigation or proceeding pending, or to the Company’s knowledge, threatened, against or affecting the Company or any of its properties or rights, or any of its affiliates, associates, officers or directors, before any court, arbitrator, or administrative or governmental body that (i) seeks to restrain, enjoin, prevent the consummation of or otherwise adversely affect the transactions contemplated by this Agreement, or (ii) questions the validity or legality of any such transaction or seeks to recover damages or to obtain other relief in connection with any such transaction.

  • 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 Litigation There shall not be pending or threatened any action or proceeding by or before any court or other governmental body which shall seek to restrain, prohibit, invalidate or collect damages arising out of the transactions contemplated hereby, and which, in the judgment of Purchaser, makes it inadvisable to proceed with the transactions contemplated hereby.

  • No Adverse Actions There are no actions, suits, investigations or proceedings pending, threatened against or affecting the Company which: (i) seek to restrain, enjoin, prevent the consummation of or otherwise affect the transactions contemplated by this Agreement or (ii) question the validity or legality of any transactions or seeks to recover damages or to obtain other relief in connection with any transactions.

  • No Adverse Selection No selection procedures adverse to Noteholders have been employed in selecting the Contracts.

  • Material Adverse Developments Borrower agrees that immediately upon becoming aware of any development or other information outside the ordinary course of business and excluding matters of a general economic, financial or political nature which would reasonably be expected to have a Material Adverse Effect it shall give to Lender telephonic notice specifying the nature of such development or information and such anticipated effect. In addition, such verbal communication shall be confirmed by written notice thereof to Lender on the same day such verbal communication is made or the next Business Day thereafter.

  • No Adverse Proceeding There shall be no pending or threatened claim, action, litigation or proceeding, judicial or administrative, or governmental investigation against Buyer, Seller, GST or the Company, for the purpose of enjoining or preventing the consummation of this Agreement, or otherwise claiming that this Agreement or the consummation hereof is illegal.

  • No Adverse Events Between the date hereof and the Closing Date, neither the business, assets or condition, financial or otherwise, of the Company taken as a whole shall have been materially adversely affected in any manner.

  • No Adverse Effect The acquisition by the Collateral Agent of the Receivables arising in the Additional Accounts shall not, in the reasonable belief of the Trust, result in an Adverse Effect;

  • No Adverse Interests Executive agrees not to acquire, assume or participate in, directly or indirectly, any position, investment or interest known to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise.

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