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, 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. 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 Vendor 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 Purchaser that in the PurchaserVendor's reasonable judgment (x) would be materially burdensome to the Corporation and its Subsidiaries taken as a whole Purchaser 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.