Common use of No Adverse Decision Clause in Contracts

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 overtly threatened, or any statute, rule, regulation or order enacted, entered, overtly threatened, or deemed applicable to the transactions contemplated hereby, by any foreign or United States Federal federal or state government or Governmental Entity or Regulatory Authority governmental 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 federal or state government or Governmental Entity or Regulatory Authoritygovernmental authority, or otherwise, which (i) requires or could reasonably be expected to require (x) any divestiture by the Company of a portion of its the business of the Company that Acquirer GoodAero in its reasonable sole judgment believes will have a Material Adverse Effect material adverse effect on Target the Company or (ii) imposes any condition upon Target the Company that in AcquirerGoodAero's reasonable sole judgment (x) would be materially burdensome to Target the Company or (y) would materially increase the costs incurred or that will be incurred by Acquirer GoodAero as a result of consummating the Acquisition Merger 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 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 Purchaser in its reasonable judgment believes will have a Material Adverse Effect on Target Catalyst or (ii) imposes any condition upon Target Catalyst that in AcquirerPurchaser's reasonable judgment (x) would be materially burdensome to Target Catalyst or (y) would materially increase the costs incurred or that will be incurred by Acquirer Purchaser as a result of consummating the Acquisition Purchase 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 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 the Companies or (ii) imposes any condition upon Target the Companies that in Acquirer's reasonable judgment (x) would be materially burdensome to Target the Companies 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 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 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 by Venus or the Lomak Entities of a portion of its assets or business that Acquirer Xplor in its reasonable judgment believes will have a Material Adverse Effect on Target or Xplor (ii) imposes any condition upon Target either of such entities or their assets that in AcquirerXplor's reasonable judgment (x) would be materially burdensome to Target Xplor or (y) would materially increase the costs incurred or that will be incurred by Acquirer Xplor as a result of consummating the Acquisition 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 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 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 by TASA of a portion of its business that Acquirer TMP in its reasonable judgment believes believe will have a Material Adverse Effect on Target TASA or (ii) imposes any condition upon Target TASA that in AcquirerTMP's reasonable judgment (x) would be materially burdensome to Target TASA or (y) would materially increase the costs incurred or that will be incurred by Acquirer TMP 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 or United States Federal Swedish, U.S. 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 Swedish government or Governmental Entity or Regulatory Authority, or otherwise, which that (i) requires or could reasonably be expected to require any divestiture of a portion of its business the Interactive Business Assets that Acquirer Purchaser in its reasonable judgment believes believes, individually or in the aggregate, will have a Material Adverse Effect on Target or (ii) imposes any condition upon Target that in AcquirerPurchaser'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 Purchaser 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 that (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.