No Government Action. No Action shall be instituted by any Governmental Entity which seeks to prevent consummation of the Merger or seeking material damages in connection with the transactions contemplated hereby which continues to be outstanding.
No Government Action. No provision of any applicable law or regulation and no judgment, injunction order or decree issued by any court or government body having competent jurisdiction shall prohibit the consummation of this Agreement.
No Government Action. To Targacept’s knowledge, except for the requirement that both Targacept and Xxxxxx provide written notice, in the form attached hereto as Schedule D, of the transfer of the Regulatory Documentation from Xxxxxx to Targacept, the execution, delivery and performance by Targacept of this Agreement and each of the documents contemplated hereby to which Targacept is a party require no action by or in respect of, or filing with, any governmental body, agency or official.
No Government Action. There shall not be pending any action or proceeding before any Governmental Authority by any Government Authority in which it is sought to restrain or prohibit the transactions contemplated by this Agreement.
No Government Action. There shall not be pending any action, suit or other proceeding by any Governmental Authority (i) seeking to restrain or prohibit the consummation of the Merger or seeking to obtain from the Company, Parent or Merger Sub any damages that are material in relation to Parent and its Subsidiaries, taken as a whole, or any damages that would reasonably be expected to result in a Company Material Adverse Effect in relation to the Company and its Subsidiaries, taken as a whole, (ii) seeking the sale, divestiture or disposition of any material assets or businesses of Parent and its Subsidiaries, taken as a whole, or any assets or businesses of the Company and its Subsidiaries the sale, divestiture or disposition of which would reasonably be expected to result in a Company Material Adverse Effect, or (iii) otherwise seeking to limit the freedom of action of Parent and its Subsidiaries with respect to their material assets or one or more of their businesses, or the material assets or businesses of the Company and its Subsidiaries, taken as a whole, or the Surviving Corporation.
No Government Action. No action (including any proceeding over which -------------------- the U.S. Bankruptcy Court has jurisdiction under 28 U.S.C. (S) 157(b) and (c)) shall be pending by or before any Governmental Authority or pending by any other Person seeking to enjoin, restrain, prohibit or obtain substantial damages in respect of or related to any of the transactions contemplated by this Agreement, or that would be reasonably likely to prevent or make illegal the consummation of any transactions contemplated by this Agreement.
No Government Action. The execution, delivery and performance by such Note Party of this Agreement and the other Note Documents to which such Note Party is a party and the consummation of the transactions contemplated by this Agreement do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by, any Governmental Authority except (i) for filings and recordings with respect to the Collateral to be made, or otherwise delivered to Lenders for filing and/or recordation and (ii) any registration, consent, approval, notice or action to the extent that the failure to undertake or obtain such registration, consent, approval, notice or action could not reasonably be expected to have a Material Adverse Effect.
No Government Action. To VESTA’s knowledge, except for the requirement that both VESTA and ICT provide written notice, in the form attached hereto as Schedule D, of the transfer of the Regulatory Documentation from ICT to VESTA, the execution, delivery and performance by VESTA of this Agreement and each of the documents contemplated hereby to which VESTA is a party require no action by or in respect of, or filing with, any governmental body, agency or official.
No Government Action. There shall not be threatened or pending any suit, action or proceeding by any Governmental Entity (i) seeking to prohibit or impose any limitations on Parent's and/or Purchaser's ownership or operation (or that of any of their respective Subsidiaries and/or affiliates) of all or a material portion of their or the Company's businesses or assets, or to compel Parent or Purchaser or their respective Subsidiaries and affiliates to dispose of or hold separate any portion of the business or assets of the Company and/or Parent and their respective Subsidiaries, in each case taken as a whole, (ii) challenging the acquisition by Parent or Purchaser of any Shares under the Offer, seeking to restrain or prohibit the making or consummation of the Offer or the Merger or the performance of any of the other transactions contemplated by this Agreement, or seeking to obtain from the Company, Parent or Purchaser any damages, (iii) seeking to impose limitations on the ability of Purchaser, or rendering Purchaser unable, to accept for payment, pay for or purchase some or all of the Shares pursuant to the Offer and the Merger, or (iv) seeking to impose limitations on the ability of Purchaser or Parent effectively to exercise full rights of ownership of the Shares, including, without limitation, the right to vote the Shares purchased by it on all matters properly presented to the Company's stockholders;
No Government Action. Upon the entry of the Approval Order by the Bankruptcy Court and the Canadian Approval Order by the Canadian Court, the execution, delivery and performance by such Loan Party of this Agreement and the other Loan Documents to which such Loan Party is a party, the consummation of the Plan, and the consummation of the transactions contemplated by this Agreement do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by, any Governmental Authority except (i) as required by the Approval Order or the Canadian Approval Order or as otherwise set forth in the Plan, (ii) in the case of consummation of the Plan, as required by the Bankruptcy Code, (iii) for filings and recordings with respect to the Collateral to be made, or otherwise delivered to Lender for filing and/or recordation and (iv) any registration, consent, approval, notice or action to the extent that the failure to undertake or obtain such registration, consent, approval, notice or action could not reasonably be expected to have a Material Adverse Effect.
