No Adverse U. S. LEGISLATION, ACTION OR DECISION. No legislation, order, rule, ruling or regulation shall have been enacted or made by or on behalf of any governmental body, department or agency of the United States, nor shall any legislation have been introduced and favorably reported for passage to either House of Congress by any committee of either such House to which such legislation has been referred for consideration, nor shall any decision of any court of competent jurisdiction within the United States have been rendered which, in the Investors' reasonable judgment, would materially and adversely affect their investment in the New Securities. There shall be no action, suit, investigation or proceeding, pending or threatened, against or affecting the Company, its Subsidiaries or any of their respective properties or rights, or any of their respective affiliates, associates, officers or directors, before any court, arbitrator or administrative or governmental body which (i) seeks to restrain, enjoin, prevent the consummation of or otherwise affect the transactions contemplated by any of the Amended Related Documents 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, and there shall be no valid basis for any such action, proceeding or investigation.
No Adverse U. S. LEGISLATION, ACTION OR DECISION. Subsequent to the date hereof, no legislation, order, rule, ruling or regulation shall have been enacted or made by or on behalf of any governmental body, department or agency of the United States, nor shall any legislation have been introduced and favorably reported for passage to either House of Congress by any committee of either such House to which such legislation has been referred for consideration, nor shall any decision of any court of competent jurisdiction within the United States have been rendered which would materially and adversely affect an investment in the Shares. 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 Subsidiaries, or any of their respective properties or rights, or any of their affiliates, associates, officers or directors, before any court, arbitrator or administrative or governmental body which (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, and to the Company's knowledge there shall be no valid basis for any such action, proceeding or investigation.
No Adverse U. S. Legislation, Action or Decision, etc. No legislation shall have been enacted by Congress, no other formal action shall have been taken by any Governmental Authority, whether by order, regulation, rule, ruling or otherwise, and no decision shall have been rendered by any court of competent jurisdiction, which would materially and adversely affect the Note or the Warrants being purchased by the Purchaser hereunder.
No Adverse U. S. Legislation, Action or Decision. No legislation, order, rule, ruling or regulation shall have been enacted or made by or on behalf of any governmental body, department or agency of the United States, nor shall any decision of any court of competent jurisdiction within the United States have been rendered which, in the Investor's reasonable judgment, could reasonably be expected to have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. There shall be no action, suit, investigation or proceeding pending or, to the knowledge of the Company, threatened, against or affecting the Company, any of its Properties or rights, or any of its Affiliates, associates, officers or directors, before any court, arbitrator or administrative or governmental body which (i) seeks to restrain, enjoin, prevent the consummation of or otherwise affect the transactions contemplated by this Agreement and the other Transaction Documents, 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 U. S. LEGISLATION, ACTION OR DECISION. No legislation, order, rule, ruling or regulation shall have been enacted or made by or on behalf of any governmental body, department or agency of the United States, nor shall any decision of any court of competent jurisdiction within the United States have been rendered which, in the Purchasers' reasonable judgment, could materially and adversely affect any of the Units or any part thereof as an investment. There shall be no action, suit, investigation or proceeding pending or threatened against or affecting the Purchasers, any of their respective properties or rights, or any of their respective Affiliates, associates, officers or directors (in such capacity), before any court, arbitrator or administrative or governmental body which (i) seeks to restrain, enjoin, prevent the consummation of or otherwise affect the transactions contemplated by this Agreement and the other Transaction Documents, 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, and, to the Purchasers' knowledge, there shall be no valid basis for any such action, proceeding or investigation.
No Adverse U. S. LEGISLATION, ACTION OR DECISION. No legislation, order, rule, ruling or regulation shall have been enacted or made by or on behalf of any governmental body, department or agency of the United States, nor shall any legislation have been introduced and favorably reported for passage to either House of Congress by any committee of either such House to which such legislation has been referred for consideration, nor shall any decision of any court of competent jurisdiction within the United States have been rendered which, in the reasonable opinion of AAG, is likely to materially and adversely affect the business, property, operations, condition (financial or otherwise) or prospects of AAG or the Trust or materially and adversely affect any of the Preferred Securities or any part thereof as an investment. There shall be no action, suit, investigation or proceeding pending or threatened, against or affecting the Trust, any of its properties or rights, or any of its Affiliates, associates, officers or directors, before any court, arbitrator or administrative or governmental body which (i) seeks to restrain, enjoin, prevent the consummation of or otherwise affect the transactions contemplated by this Agreement and the other Transaction Documents, 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, and, to the Trust's knowledge, there shall be no valid basis for any such action, proceeding or investigation.
No Adverse U. S. Legislation, Action or Decision. There shall be no action, suit, investigation or proceeding pending, or, to the best of the Investors' or the Company s knowledge, threatened, against the Company or the Company's respective properties or rights, or the Company's affiliates, associates, officers or directors, before any court, arbitrator or administrative or governmental body which seeks to restrain, enjoin, prevent, question the validity or legality of, or seek to recover damages or to obtain other relief in connection with, the issuance of the Securities or the Company's performance of its obligations pursuant to this
No Adverse U. S. Legislation, Action or Decision. No legislation, order, rule, ruling or regulation shall have been enacted or made by or on behalf of any governmental
No Adverse U. S. LEGISLATION, ACTION OR DECISION. No legislation, order, rule, ruling or regulation shall have been enacted or made by or on behalf of any governmental body, department or agency of the United States, nor shall any decision of any court of competent jurisdiction within the United States have been rendered which, in the Purchaser's reasonable judgment, could materially and adversely affect any of the Series D Preferred Stock or any part thereof as an investment. There (a) shall be no action, suit, investigation or proceeding pending or threatened against or affecting the Company or the Purchaser, any of its properties or rights, or any of its Affiliates, associates, officers or directors (in such capacity), before any court, arbitrator or administrative or governmental body which (i) seeks to restrain, enjoin, prevent the consummation of or otherwise affect the transactions contemplated by this Agreement and the other Transaction Documents, 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, and, (b) to the Company's or the Purchaser's knowledge, there shall be no valid basis for any such action, proceeding or investigation.
No Adverse U. S. Legislation, Action or Decision 3 (l) Governmental and Third Party Permits, Consents, Etc. 4 (m) Secretary's Certificate 4 (n) Payment of Closing Fees 4 3.2. Conditions Precedent to Obligations of the Company on the Closing Date 4 (a) Representations and Warranties 4 (b) Performance 4 (c) Compliance With Securities Laws 4 (d) Sale of Other Shares 5 (e) Related Matters 5 (f) No Adverse U.S. Legislation, Action or Decision 5 4. Representations and Warranties, Etc. 5 4.1. Organization and Qualification; Authority 5 4.2. Subsidiaries 6 4.3. Licenses 6 4.4. Corporate and Governmental Authorization; No Contravention 6 4.5. Validity and Binding Effect 7 4.6. Capitalization 7 4.7. Litigation; Defaults 7 4.8. Outstanding Debt 8 4.9. No Material Adverse Change 8 4.10. Employee Programs 8 4.11. Private Offerings 10 4.12. Broker's or Finder's Commissions 11 4.13. Disclosure 11 4.14. Foreign Assets Control Regulation, Etc. 12 4.15. Investment Company Act 12 4.16. Public Utility Holding Company Act 12 4.17. Interstate Commerce Act 12 4.18. Environmental Regulation, Etc. 12 4.19. Properties and Assets 13 4.20. Insurance 14 4.21. Employment Practices 14 4.22. Financial Statements 15 4.23. Intellectual Property 15 4.24. Taxes 17 4.25. Transactions with Affiliates 18 4.26. Dividend Payments 18 5. Purchase for Investment; Source of Funds 18 6. Covenants 19 6.1 Issuance of Additional Shares in Exempt Transactions. 19 6.2 Other Issuances of Additional Shares. 20 6.3 Press Releases 21 7. Restrictions on Transfer 21 7.1. Restrictive Legends 21 7.2. Notice of the Proposed Transfer; Opinions of Counsel 22 8. Definitions 23 9. Miscellaneous 27 9.1.
