Common use of No Governmental Action Clause in Contracts

No Governmental Action. There shall not have been any action taken, or any law, rule, regulation, order, or decree proposed, promulgated, enacted, entered, enforced, or deemed applicable to the transactions contemplated by this Agreement by any federal, state, local, or other governmental authority or any court or other tribunal, including the entry of a preliminary or permanent injunction, which, in the sole judgment of the Parent, is reasonably likely to: (a) make any of the transactions contemplated by this Agreement illegal; (b) result in a delay in the consummation of any of the transactions contemplated by this Agreement; (c) require the divestiture by the Parent or the Surviving Corporation of a material portion of the business of either of them or any of their respective subsidiaries; (d) impose material limitations on the ability of the Surviving Corporation effectively to exercise full rights of ownership with respect to the properties and assets of Winsonic; or (e) otherwise prohibit, restrict or delay consummation of any of the transactions contemplated by this Agreement or impair the contemplated benefits to Parent, Merger Sub and the Surviving Corporation of the transactions contemplated by this Agreement.

No Governmental Action. There shall not have been any action taken, or any law, rule, regulation, order, judgment or decree proposed, promulgated, enacted, entered, enforced, enforced or deemed applicable to the transactions contemplated by this Agreement by any federal, state, local, local or other governmental authority or by any court or other tribunal, including the entry of a preliminary or permanent injunction, which, in the sole reasonable judgment of Acquisition, (i) makes this Agreement, the Parent, is reasonably likely to: (a) make Merger or any of the other transactions contemplated by this Agreement illegal; , (bii) result results in a material delay in the consummation ability of IPC or Acquisition to consummate the Merger or any of the other transactions contemplated by this Agreement; , (ciii) require requires the divestiture by the Parent or the Surviving Corporation Acquisition of a material portion of the business of either Acquisition or IPC, or (iv) otherwise materially prohibits, restricts or delays consummation of them the Merger or any of their respective subsidiaries; (d) impose material limitations on the ability of the Surviving Corporation effectively to exercise full rights of ownership with respect to the properties and assets of Winsonic; or (e) otherwise prohibit, restrict or delay consummation of any of the other transactions contemplated by this Agreement or impair materially impairs the contemplated benefits to ParentAcquisition of this Agreement, the Merger Sub and the Surviving Corporation or any of the other transactions contemplated by this Agreement.

No Governmental Action. There shall not have been any action taken, or any law, rule, regulation, order, or decree proposed, promulgated, enacted, entered, enforced, or deemed applicable to the transactions contemplated by this Agreement by any federal, state, local, or other governmental authority or by any court or other tribunal, tribunal including the entry of a 30 preliminary or permanent injunction, which, in the sole reasonable judgment of the ParentPurchaser, is reasonably likely to: (a) make makes any of the transactions contemplated by this Agreement illegal; , (b) result results in a delay in the consummation ability of the Purchaser to consummate any of the transactions contemplated by this Agreement; , (c) require requires the divestiture by the Parent Purchaser of any of the Shares or of the Surviving Corporation assets or of a material portion of the business of either of them EWI or any of their respective subsidiaries; Purchaser, (d) impose imposes material limitations on the ability of the Surviving Corporation Purchaser effectively to exercise full rights of ownership with respect to of the properties and assets of Winsonic; Shares or (e) otherwise prohibitprohibits, restrict restricts, or delay delays consummation of any of the transactions contemplated by this Agreement or impair impairs the contemplated benefits to Parent, Merger Sub and the Surviving Corporation Purchaser of the transactions contemplated by this Agreement.

No Governmental Action. There shall not have been any action taken, or any lawLaw, rule, regulation, order, or decree proposed, promulgated, enacted, entered, enforced, or deemed applicable to the transactions contemplated by this Agreement by any federal, state, local, or other governmental authority Governmental Authority or any court or other tribunal, including the entry of a preliminary or permanent injunction, which, in the sole but reasonable judgment of the ParentBuyer, is reasonably likely to: (a) make any of the transactions contemplated by this Agreement illegal; (b) result in a delay in the consummation of any of the transactions contemplated by this Agreement; (c) require the divestiture by the Parent Buyer or the Surviving Corporation ICS of a material portion of the business of either of them or any of their respective subsidiariesthem; (d) impose material limitations on the ability of the Surviving Corporation Buyer effectively to exercise full rights of ownership with respect to the properties and assets of WinsonicICS; or (e) otherwise prohibit, restrict or delay consummation of any of the transactions contemplated by this Agreement or impair the contemplated benefits to ParentBuyer, Merger Sub ICS and the Surviving Corporation Sellers of the transactions contemplated by this Agreement.. 8.08

No Governmental Action. There shall not have been any action taken, or any law, rule, regulation, order, or decree proposed, promulgated, enacted, entered, enforced, or deemed applicable to the transactions contemplated by this Agreement by any federal, state, local, or other governmental authority or any court or other tribunal, including the entry of a preliminary or permanent injunction, which, in the sole judgment of the ParentWinSonic, is reasonably likely to: (a) make any of the transactions contemplated by this Agreement illegal; (b) result in a delay in the consummation of any of the transactions contemplated by this Agreement; (c) require the divestiture by the Parent or the Surviving Corporation WinSonic of a material portion of the its business of either of them or any of their respective its subsidiaries; (d) impose material limitations on the ability of the Surviving Corporation WinSonic to effectively to exercise full rights of ownership with respect to the properties and assets of WinsonicTytess; or (e) otherwise prohibit, restrict or delay consummation of any of the transactions contemplated by this Agreement or impair the contemplated benefits to Parent, Merger Sub and the Surviving Corporation WinSonic of the transactions contemplated by this Agreement.

No Governmental Action. There shall not have been any action taken, or any law, rule, regulation, order, or decree proposed, promulgated, enacted, entered, enforced, or deemed applicable to the transactions contemplated by this Agreement by any federal, state, local, or other governmental authority or any court or other tribunal, including the entry of a preliminary or permanent injunction, which, in the sole judgment of the ParentWinSonic, is reasonably likely to: (a) make any of the transactions contemplated by this Agreement illegal; (b) result in a delay in the consummation of any of the transactions contemplated by this Agreement; (c) require the divestiture by the Parent or the Surviving Corporation WinSonic of a material portion of the its business of either of them or any of their respective its subsidiaries; (d) impose material limitations on the ability of the Surviving Corporation WinSonic to effectively to exercise full rights of ownership with respect to the properties and assets of WinsonicAI; or (e) otherwise prohibit, restrict or delay consummation of any of the transactions contemplated by this Agreement or impair the contemplated benefits to Parent, Merger Sub and the Surviving Corporation WinSonic of the transactions contemplated by this Agreement.