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.
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.
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.
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.
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.
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.
No Adverse Decision. There shall not be any material action taken or threatened, or any statute, rule, regulation or order enacted, entered, overtly 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 Venus of a portion of its business that the Lomak Entities in their reasonable judgment believes will have a Material Adverse Effect on Xplor (ii) imposes any condition upon either of such entities or their assets that in the Lomak Entities' reasonable judgment (x) would be materially burdensome to the Xplor or the Lomak Entities or (y) would materially increase the costs incurred or that will be incurred by Xplor or the Lomak Entities 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.
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
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.
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.
