No Adverse Proceedings. No action, suit or proceeding before any court, tribunal, arbitrator, authority, agency, commission or other instrumentality of the United States or any state, county, city or other political subdivision ("Governmental Authority") shall have been commenced, no investigation by any Governmental Authority shall have been commenced, and no action, suit or proceeding by any Governmental Authority shall have been threatened, against any of the Parties, in each case which remains unresolved wherein an unfavorable judgment, order, decree, stipulation, ruling, charge or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, the NLAG Registration Rights Agreement, the Note Termination Agreement, the Termination Agreement, the Release Agreement, the Jimirro Employment Agreement, the Jimirro Indemnity Agreement and the Voting Agreement (each as defined below), or (ii) cause any of the transactions contemplated by such documents to be rescinded following consummation (and no such judgment, order, decree, stipulation, ruling, charge or injunction shall be in effect).
Appears in 2 contracts
Samples: Preferred Stock and Warrant Purchase Agreement (Holzer Ronald H), Preferred Stock and Warrant Purchase Agreement (Holzer Ronald H)
No Adverse Proceedings. No action, suit or proceeding before any court, tribunal, arbitrator, authority, agency, commission or other instrumentality of the United States court or any state, county, city governmental or other political subdivision ("Governmental Authority") regulatory authority shall have been commenced, no investigation by any Governmental Authority governmental or regulatory authority shall have been commenced, and no action, suit or proceeding by any Governmental Authority governmental or regulatory authority shall have been threatened, against any of the Partiesparties to this Amended and Restated Master Agreement, in each case which remains unresolved or any of the shareholders, officers or directors of any of them, or any of the assets of Highwoods wherein an unfavorable judgment, order, decree, stipulation, ruling, injunction or charge or injunction would (i) prevent consummation of any of the transactions contemplated by this Amended and Restated Master Agreement, the NLAG Registration Rights Agreement, the Note Termination Agreement, the Termination Agreement, the Release Agreement, the Jimirro Employment Agreement, the Jimirro Indemnity Agreement and the Voting Agreement (each as defined below), or (ii) cause any of the transactions contemplated by such documents this Amended and Restated Master Agreement to be rescinded following consummation or (iii) adversely affect the right of Highwoods to own, operate or control the Properties (and no such judgment, order, decree, stipulation, ruling, injunction or charge or injunction shall be in effect).
Appears in 2 contracts
Samples: Master Agreement of Merger and Acquisition (Highwoods Properties Inc), Master Agreement of Merger and Acquisition (Highwoods Forsyth L P)
No Adverse Proceedings. No action, suit or proceeding before any court, tribunal, arbitrator, authority, agency, commission or other instrumentality of the United States court or any state, county, city governmental or other political subdivision ("Governmental Authority") regulatory authority shall have been commenced, no investigation by any Governmental Authority governmental or regulatory authority shall have been commenced, and no action, suit or proceeding by any Governmental Authority governmental or regulatory authority shall have been threatened, against any of the Partiesparties to this Master Agreement, in each case which remains unresolved or any of the shareholders, officers or directors of any of them, or any of the assets of Highwoods wherein an unfavorable judgment, order, decree, stipulation, ruling, injunction or charge or injunction would (i) prevent consummation of any of the transactions contemplated by this Master Agreement, the NLAG Registration Rights Agreement, the Note Termination Agreement, the Termination Agreement, the Release Agreement, the Jimirro Employment Agreement, the Jimirro Indemnity Agreement and the Voting Agreement (each as defined below), or (ii) cause any of the transactions contemplated by such documents this Master Agreement to be rescinded following consummation or (iii) adversely affect the right of Highwoods to own, operate or control the Properties (and no such judgment, order, decree, stipulation, ruling, injunction or charge or injunction shall be in effect).
Appears in 2 contracts
Samples: Merger Agreement (Highwoods Properties Inc), Merger Agreement (Highwoods Forsyth L P)
No Adverse Proceedings. No action, suit or proceeding before any court, tribunal, arbitrator, authority, agency, commission or other instrumentality of the United States court or any state, county, city governmental or other political subdivision ("Governmental Authority") regulatory authority shall have been commenced, no investigation by any Governmental Authority governmental or regulatory authority shall have been commenced, and no action, suit or proceeding by any Governmental Authority governmental or regulatory authority shall have been threatened, against any of the parties to this Master Agreement, or any of the shareholders, members, officers or directors of any of them, or any of the assets of any of the Anderson Parties, in each case which remains unresolved or any of the Xxxxxxxx Partnerships wherein an unfavorable ax xxxxxorable judgment, order, decree, stipulation, ruling, injunction or charge or injunction would (i) prevent consummation of any of the transactions contemplated by this Master Agreement, the NLAG Registration Rights Agreement, the Note Termination Agreement, the Termination Agreement, the Release Agreement, the Jimirro Employment Agreement, the Jimirro Indemnity Agreement and the Voting Agreement (each as defined below), or (ii) cause any of the transactions contemplated by such documents this Master Agreement to be rescinded following consummation consummation, or (iii) adversely affect the right of Highwoods to own, operate or control the Anderson Partnerships (and no such judgmentsxxx xxxgment, order, decree, stipulation, ruling, injunction or charge or injunction shall be in effect)) or own the assets of API.
Appears in 2 contracts
Samples: Merger Agreement (Highwoods Properties Inc), Merger Agreement (Highwoods Forsyth L P)
No Adverse Proceedings. No action, suit or proceeding before any court, tribunal, arbitrator, authority, agency, commission or other instrumentality of the United States court or any state, county, city governmental or other political subdivision ("Governmental Authority") regulatory authority shall have been commenced, no investigation by any Governmental Authority governmental or regulatory authority shall have been commenced, and no action, suit or proceeding by any Governmental Authority governmental or regulatory authority shall have been threatened, against any of the parties to this Amended and Restated Master Agreement, or any of the shareholders, members, officers or directors of any of them, or any of the assets of any of the Anderson Parties, in each case which remains unresolved wherein an unfavorable or any of xxx Xxxerson Partnerships wherexx xx xxfavorable judgment, order, decree, stipulation, ruling, injunction or charge or injunction would (i) prevent consummation of any of the transactions contemplated by this Amended and Restated Master Agreement, the NLAG Registration Rights Agreement, the Note Termination Agreement, the Termination Agreement, the Release Agreement, the Jimirro Employment Agreement, the Jimirro Indemnity Agreement and the Voting Agreement (each as defined below), or (ii) cause any of the transactions contemplated by such documents this Amended and Restated Master Agreement to be rescinded following consummation consummation, or (iii) adversely affect the right of Highwoods to own, operate or control the Anderson Partnerships (and no such xx xxxx judgment, order, decree, stipulation, ruling, injunction or charge or injunction shall be in effect)) or own the assets of API.
Appears in 1 contract
Samples: Master Agreement of Merger and Acquisition (Highwoods Properties Inc)
No Adverse Proceedings. No action, suit or proceeding before any court, tribunal, arbitrator, authority, agency, commission or other instrumentality of the United States court or any state, county, city governmental or other political subdivision ("Governmental Authority") regulatory authority shall have been commenced, no investigation by any Governmental Authority governmental or regulatory authority shall have been commenced, and no action, suit or proceeding by any Governmental Authority governmental or regulatory authority shall have been threatened, against any of the Partiesparties to this Master Agreement, in each case which remains unresolved or any of the shareholders, officers or directors of any of them, or any of the assets of Highwoods or HPI wherein an unfavorable judgment, order, decree, stipulation, ruling, injunction or charge or injunction would (i) prevent consummation of any of the transactions contemplated by this AgreementXxxxxx Xxxxxxxxx, the NLAG Registration Rights Agreement, the Note Termination Agreement, the Termination Agreement, the Release Agreement, the Jimirro Employment Agreement, the Jimirro Indemnity Agreement and the Voting Agreement (each as defined below), or (iixx) cause any of the transactions contemplated by such documents this Master Agreement to be rescinded following consummation or (iii) cause a material adverse effect on the right of Highwoods or HPI to own, operate or control the Properties (and no such judgment, order, decree, stipulation, ruling, injunction or charge or injunction shall be in effect).
Appears in 1 contract
Samples: Master Agreement of Merger and Acquisition (Highwoods Properties Inc)
No Adverse Proceedings. No action, suit or proceeding before any court, tribunal, arbitrator, authority, agency, commission or other instrumentality of the United States court or any state, county, city governmental or other political subdivision ("Governmental Authority") regulatory authority shall have been commenced, no investigation by any Governmental Authority governmental or regulatory authority shall have been commenced, and no action, suit or proceeding by any Governmental Authority governmental or regulatory authority shall have been threatened, against any of the parties to this Amended and Restated Master Agreement, or any of the shareholders, members, officers or directors of any of them, or any of the assets of any of the Xxxxxxxx Parties, in each case which remains unresolved or any of the Xxxxxxxx Partnerships wherein an unfavorable judgment, order, decree, stipulation, ruling, injunction or charge or injunction would (i) prevent consummation of any of the transactions contemplated by this Amended and Restated Master Agreement, the NLAG Registration Rights Agreement, the Note Termination Agreement, the Termination Agreement, the Release Agreement, the Jimirro Employment Agreement, the Jimirro Indemnity Agreement and the Voting Agreement (each as defined below), or (ii) cause any of the transactions contemplated by such documents this Amended and Restated Master Agreement to be rescinded following consummation consummation, or (iii) adversely affect the right of Highwoods to own, operate or control the Xxxxxxxx Partnerships (and no such judgment, order, decree, stipulation, ruling, injunction or charge or injunction shall be in effect)) or own the assets of API.
Appears in 1 contract
Samples: Master Agreement of Merger and Acquisition (Highwoods Forsyth L P)
No Adverse Proceedings. No action, suit or proceeding before any court, tribunal, arbitrator, authority, agency, commission or other instrumentality of the United States or any state, county, city or other political subdivision ("Governmental AuthorityGOVERNMENTAL AUTHORITY") shall have been commenced, no investigation by any Governmental Authority shall have been commenced, and no action, suit or proceeding by any Governmental Authority shall have been threatened, against any of the Parties, in each case which remains unresolved wherein an unfavorable judgment, order, decree, stipulation, ruling, charge or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, the NLAG Registration Rights Agreement, the Note Termination Agreement, the Termination Agreement, the Release Agreement, the Jimirro Employment Agreement, the Jimirro Indemnity Agreement and the Voting Agreement (each as defined below), or (ii) cause any of the transactions contemplated by such documents to be rescinded following consummation (and no such judgment, order, decree, stipulation, ruling, charge or injunction shall be in effect).
Appears in 1 contract
Samples: Preferred Stock and Warrant Purchase Agreement (J2 Communications /Ca/)