No Injunction or Proceedings. There shall not be any action, suit, ---------------------------- or proceeding pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would, in the reasonable judgment of APF or the Advisor, (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of APF to own the capital stock of the Surviving Corporation, or (D) affect adversely the right of the Surviving Corporation to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect).
No Injunction or Proceedings. (a) On the applicable Closing Date, no Order shall be in effect prohibiting the closing of the transactions contemplated by this Agreement and the Ancillary Agreements, and no Legal Action shall be pending by any Governmental Authority that would reasonably be expected to have the effect of preventing, making illegal or otherwise materially interfering with the transactions contemplated by this Agreement and the Ancillary Agreements.
(b) At the Initial Closing Date, any waiting periods applicable to the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements under the HSR Act shall have expired or been terminated, or the Cumulus Parties and the Buyer shall have mutually concluded that no filing under the HSR Act is required with respect to the transactions contemplated by this Agreement and the Ancillary Agreements, and no action shall have been instituted by the United States Department of Justice or the United States Federal Trade Commission challenging or seeking to enjoin the consummation of the transactions contemplated by this Agreement or the Ancillary Agreements, which action shall not have been withdrawn or terminated.
No Injunction or Proceedings. There shall not be any action, suit, ---------------------------- or proceeding pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would, in the reasonable judgment of APF or the Merging Entities, (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of APF to own the capital stock of the Surviving Corporations, or (D) affect adversely the right of the Surviving Corporations to own their assets and to operate their businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect).
No Injunction or Proceedings. At the Closing Date, (i) there shall be no statute, rule, regulation, injunction, restraining order or decree of any nature of any Governmental Entity of competent jurisdiction that is in effect that restrains or prohibits the consummation of a material portion of the transactions contemplated by this Agreement and (ii) no action or proceeding before any Governmental Entity shall have been instituted by a Governmental Entity to restrain or prohibit the consummation of a material portion of the transactions contemplated by this Agreement or the Governance Agreement.
No Injunction or Proceedings. (a) At the relevant ---------------------------- Closing Date, there shall be no Order that is in effect that restrains or prohibits the transfer from Seller to Buyer of the Sites covered by such Closing. In the event that there is an Order that is in effect that restrains or prohibits the purchase and sale of a Site or Sites, such Site or Sites shall not be transferred, and the Total Purchase Price shall be reduced by the Applicable Purchase Price for such Site or Sites, unless such Order is reversed.
(b) At the Initial Closing Date, there shall be no Order, and no other action or proceeding by any Governmental Authority shall be pending, which is reasonably likely to have the effect of preventing consummation of the Initial Closing as provided herein, or permitting consummation of the transactions contemplated hereby only subject to any condition or restriction that has had or would reasonably be expected to have (taken together with any conditions or restrictions that would result in the failure to satisfy the conditions set forth in Sections 8.1 and 8.5
(c) without giving effect to the Material Adverse Effect qualification in such Sections) a Material Adverse Effect on the Portfolio.
No Injunction or Proceedings. There shall not be in effect any action, suit, or proceeding pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge that would, in the reasonable judgment of the Special Committee on behalf of CHP, in its sole discretion, or the Advisor, (A) prevent consummation of the Merger, (B) cause the Merger to be rescinded following consummation, (C) affect adversely the right of CHP to own the capital stock of the Surviving Corporation, or (D) affect adversely the right of the Surviving Corporation to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge is in effect).
No Injunction or Proceedings. No preliminary or permanent injunction or other order, decree, or filing issued by a Governmental Entity, nor any statute, rule, regulation, or executive order promulgated or enacted by any Governmental Entity, shall be in effect which materially adversely affects the transactions contemplated by this Agreement, and no suit, action, or proceeding shall be pending by or with any Governmental Entity which seeks to have declared illegal or would make illegal or otherwise prevent the consummation of such transactions or seeks damages with respect thereto.
No Injunction or Proceedings. There shall not be in effect any action, suit or proceeding pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would, in the reasonable judgment of HSA or DC (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of HSA to own the capital stock of the Surviving Corporation or (D) affect adversely the right of the Surviving Corporation to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge is in effect).
No Injunction or Proceedings. There shall not be in effect any action, suit, or proceeding pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge that would, in the reasonable judgment of Fundtech or BBP, (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of Fundtech to own the BBP Shares (and no such injunction, judgment, order, decree, ruling, or charge is in effect).
No Injunction or Proceedings. At the Initial Closing Date, there will be no Order that is in effect that prohibits the Initial Closing and no legal proceedings will be pending involving any challenge to, or seeking material damages or other relief in connection with, any of the other transactions contemplated by this Agreement and the Collateral Agreements or that would reasonably be expected to have the effect of preventing, delaying, making illegal or otherwise materially interfering with the transactions contemplated by this Agreement and the Collateral Agreements.
