No Governmental Proceeding. No Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered into any statute, rule, regulation, judgment, decree, injunction or other order (whether temporary, preliminary or permanent) that is in effect and prohibits the consummation of the transactions contemplated by this Agreement.
No Governmental Proceeding or Litigation ---------------------------------------- No suit, action, investigation, inquiry or other proceeding by any governmental authority or other person shall have been instituted which questions the validity or legality of the transactions contemplated hereby and which could reasonably be expected materially to damage Seller if the transactions contemplated hereunder are consummated.
No Governmental Proceeding. No Governmental Order shall be in effect, and no Action shall be pending, in each case against the Company or the Investor, seeking to restrain the consummation of the applicable Share Subscription;
No Governmental Proceeding. No Governmental Entity in the U.S. or a jurisdiction where more than 5% of the Company’s and its Subsidiaries’ combined sales occur and with actual jurisdiction over the parties shall have commenced a Proceeding challenging or seeking to restrain, enjoin or otherwise prohibit the consummation of the Merger or any of the other transactions contemplated by this Agreement, or seeking to prohibit or limit Parent’s or Merger Sub’s ability to own, control, direct, operate or retain all or a portion of the business operated by the Company and its Subsidiaries, in each case, that would, considering the merits of the claims, available defenses (procedural and substantive) and likelihood that such Governmental Entity ultimately will prevail, (i) create a significant risk of a restraint or injunction being imposed that prohibits the consummation of the Merger or (ii) have a Company Material Adverse Effect or a material adverse effect on Parent’s ability to acquire, own, operate and enjoy the benefit of owning and operating the Company following the closing of the Merger. For the avoidance of doubt, nothing in this Section 7.01(e) shall limit the scope of any other condition in Section 7.01 or Section 7.02.
No Governmental Proceeding. 46 SECTION 10.04. Approval of Stockholders....................................46 SECTION 10.05. Certificates................................................47 SECTION 10.06. Consents....................................................47 SECTION 10.07. Payment of Company Indebtedness.............................47 SECTION 10.08. No Material Adverse Effect..................................47 SECTION 10.09. Delivery of Good Standing Certificates and Corporate Resolutions.................................................47 SECTION 10.10. Notes Receivable............................................47 SECTION 10.11. Spousal Consents............................................47 SECTION 10.12.
No Governmental Proceeding. 49 SECTION 11.04. Certificates................................................49 SECTION 11.05. Delivery of Good Standing Certificates and Corporate Resolutions........................................................49 SECTION 11.06. Escrow Agreement............................................50 SECTION 11.07. Payment of Company Indebtedness.............................50 SECTION 11.08. Purchase of the Residual Shares.............................50
No Governmental Proceeding. Litigation. No suit, action, investigation, inquiry or other legal or administrative proceeding by any governmental body or other Person shall have been instituted or threatened with respect to the transactions contemplated hereby which questions the validity or legality of the transactions contemplated hereby or which, if successfully asserted, would otherwise, in the reasonable judgment of Buyer, have a material adverse effect on the assets, employees, properties or business (as conducted or proposed to be conducted) of Seller, the value or marketability of the Property or the ability of Buyer to operate the Property in the manner it is being operated on the date hereof, and no proceeding shall be pending or threatened which could cause the change, redesignation or other modification of the zoning classification of any building or environmental code requirements applicable to, the Property, any portion thereof, or any property adjacent thereto, where such change, redesignation or other modification would have a material adverse effect on the Property.
No Governmental Proceeding. 46 10.4 Approval of Stockholders.........................................46 10.5
No Governmental Proceeding. 51 11.4 Certificates.....................................................52 11.5 Delivery of Good Standing Certificates and Corporate Resolutions......................................................52 11.6
No Governmental Proceeding. 40 SECTION 10: CLOSING.......................................................40 10.1 COMPANY'S OBLIGATIONS AT CLOSING..........................40 10.2 ACQUIROR'S AND NEWCO'S OBLIGATIONS AT CLOSING.............41 SECTION 11: TERMINATION...................................................42 11.1 TERMINATION...............................................42 11.2
