Common use of No Legal Action Clause in Contracts

No Legal Action. There is no action or proceeding pending or threatened by any Person (other than the Purchaser or its affiliates) in any jurisdiction that is reasonably likely to: (i) cease trade, enjoin, prohibit, or impose any limitations, damages or conditions on, the Purchaser’s ability to acquire, hold, or exercise full rights of ownership over, any Company Shares, including the right to vote Company Shares; (ii) prohibit or restrict the Arrangement, or the ownership or operation by the Purchaser of a material portion of the business or assets of the Purchaser or any of the Purchaser’s Subsidiaries, the Company or any of the Company’s Subsidiaries, or compel the Purchaser to dispose of or hold separate any material portion of the business or assets of the Purchaser or any of the Purchaser’s Subsidiaries, the Company or any of the Company’s Subsidiaries as a result of the Arrangement; or (iii) prevent or materially delay the consummation of the Arrangement, or if the Arrangement is consummated, have or be reasonably expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Arrangement Agreement (TerrAscend Corp.), Arrangement Agreement

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No Legal Action. There Other than in connection with any Regulatory Approval, there is no action or proceeding pending (whether, for greater certainty, by a Governmental Entity or threatened by any other Person (other than the Purchaser or its affiliatesSubsidiaries) pending in any jurisdiction that is reasonably likely to: (ia) cease trade, enjoin, prohibit, or impose any material limitations, damages or conditions on, the Purchaser’s ability to acquire, hold, or exercise full rights of ownership over, any Company Shares, including the right to vote the Company Shares; (iib) prohibit or restrict the Arrangement, or the ownership or operation by the Purchaser or its Subsidiaries of a material portion of the business or assets of the Purchaser or any of the Purchaser’s and its Subsidiaries, the Company or any of the Company’s its Subsidiaries, or compel the Purchaser or its Subsidiaries to dispose of or hold separate any material portion of the business or assets of the Purchaser or any of the Purchaser’s and its Subsidiaries, the Company or any of the Company’s its Subsidiaries as a result of the ArrangementArrangement or the transactions contemplated by this Agreement; or (iiic) prevent or materially delay the consummation of the Arrangement, or if the Arrangement is consummated, have or be reasonably expected to have a Company Material Adverse EffectEffect or a material and adverse effect on the Purchaser.

Appears in 2 contracts

Samples: Arrangement Agreement (Cresco Labs Inc.), Arrangement Agreement (Columbia Care Inc.)

No Legal Action. There is no action or proceeding pending (whether, for greater certainty, by a Governmental Entity or threatened by any other Person (other than the Purchaser or its affiliatesSubsidiaries) pending or threatened in any jurisdiction that is reasonably likely to: (ia) cease trade, enjoin, prohibit, or impose any limitations, damages or conditions on, the Purchaser’s 's ability to acquire, hold, or exercise full rights of ownership over, any Company Shares, including the right to vote the Company Shares; (iib) prohibit or restrict the Arrangement, or the ownership or operation by the Purchaser or its Subsidiaries of a material portion of the business or assets of the Purchaser or any of the Purchaser’s and its Subsidiaries, the Company or any of the Company’s its Subsidiaries, or compel the Purchaser or its Subsidiaries to dispose of or hold separate any material portion of the business or assets of the Purchaser or any of the Purchaser’s and its Subsidiaries, the Company or any of the Company’s its Subsidiaries as a result of the ArrangementArrangement or the transactions contemplated by this Agreement; or (iiic) prevent or materially delay the consummation of the Arrangement, or if the Arrangement is consummated, have or be reasonably expected to have a Company Material Adverse EffectEffect or a material and adverse effect on the Purchaser.

Appears in 2 contracts

Samples: Arrangement Agreement, Arrangement Agreement

No Legal Action. There is no action or proceeding pending or threatened by any Person (other than the Purchaser or its affiliatesCompany) in any jurisdiction that is would be reasonably likely to: (ia) cease trade, enjoin, prohibit, or impose any limitations, damages or conditions on, the Purchaser’s ability to acquire, hold, or exercise full rights of ownership over, any Company Common Shares, including the right to vote Company the Common Shares; (iib) prohibit prohibit, impair or restrict the Arrangement, or the ownership or operation by the Purchaser of a any material portion of the business or assets of the Purchaser or any of the Purchaser’s Subsidiaries, the Company or any of the Company’s their respective Subsidiaries, or compel the Purchaser to dispose of or hold separate any material portion of the business or assets of the Purchaser or any of the Purchaser’s Subsidiaries, the Company or any of the Company’s their respective Subsidiaries as a result of the Arrangement; or (iiic) prevent or materially delay the consummation of the Arrangement, or if the Arrangement is consummated, have or be reasonably expected to have a Material Adverse EffectEffect in respect of the Company or the Purchaser.

Appears in 1 contract

Samples: Arrangement Agreement (Mogo Finance Technology Inc.)

No Legal Action. There is no action or proceeding pending (whether, for greater certainty, by a Governmental Entity or threatened by any other Person (other than the Purchaser or its affiliatesSubsidiary) pending or threatened in any jurisdiction that is reasonably likely to: (ia) cease trade, enjoin, prohibit, or impose any limitations, damages or conditions on, the Purchaser’s ability to acquire, hold, or exercise full rights of ownership over, any Company Common Shares, including the right to vote Company the Common Shares; (iib) prohibit or restrict the Arrangement, or the ownership or operation by the Purchaser or its Subsidiaries of a material portion of the business or assets of the Purchaser or any of the Purchaser’s and its Subsidiaries, the Company or any of the Company’s its Subsidiaries, or compel the Purchaser or its Subsidiaries to dispose of or hold separate any material portion of the business or assets of the Purchaser or any of the Purchaser’s and its Subsidiaries, the Company or any of the Company’s its Subsidiaries as a result of the ArrangementArrangement or the transactions contemplated by this Agreement; or (iiic) prevent or materially delay the consummation of the Arrangement, or if the Arrangement is consummated, have or be reasonably expected to have a Company Material Adverse EffectEffect or a material and adverse effect on the Purchaser.

Appears in 1 contract

Samples: Arrangement Agreement (Aphria Inc.)

No Legal Action. There is no action or proceeding pending (whether, for greater certainty, by a Governmental Entity or threatened by any other Person (other than the Purchaser or its affiliatesSubsidiaries) pending in any jurisdiction that is reasonably likely to: (ia) cease trade, enjoin, prohibit, or impose any material limitations, damages or conditions on, on the Purchaser’s ability to acquire, hold, or exercise full rights of ownership over, any Company Shares, including the right to vote the Company Shares; (iib) prohibit or restrict the Arrangement, or the ownership or operation by the Purchaser or its Subsidiaries of a material portion of the business or assets of the Purchaser or any of the Purchaser’s and its Subsidiaries, the Company or any of the Company’s its Subsidiaries, or compel the Purchaser or its Subsidiaries to dispose of or hold separate any material portion of the business or assets of the Purchaser or any of the Purchaser’s and its Subsidiaries, the Company or any of the Company’s Subsidiaries its Subsidiaries, as a result of the ArrangementArrangement or the transactions contemplated by this Agreement; or (iiic) prevent or materially delay the consummation of the Arrangement, or if the Arrangement is consummated, have or be reasonably expected to have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Arrangement Agreement

No Legal Action. There is no action or proceeding pending or threatened by any Person (other than the Purchaser or its affiliatesPurchaser) in any jurisdiction that is would be reasonably likely to: (ia) cease trade, enjoin, prohibit, or impose any limitations, damages or conditions on, the Purchaser’s 's ability to acquire, hold, or exercise full rights of ownership over, any Company Shares, including the right to vote the Company Shares; (iib) prohibit prohibit, impair or restrict the Arrangement, or the ownership or operation by the Purchaser of a any material portion of the business or assets of the Purchaser or any of the Purchaser’s Subsidiaries, the Company or any of the Company’s their respective Subsidiaries, or compel the Purchaser to dispose of or hold separate any material portion of the business or assets of the Purchaser or any of the Purchaser’s Subsidiaries, the Company or any of the Company’s their respective Subsidiaries as a result of the Arrangement; or (iiic) prevent or materially delay the consummation of the Arrangement, or if the Arrangement is consummated, have or be reasonably expected to have a Material Adverse EffectEffect in respect of the Company or the Purchaser.

Appears in 1 contract

Samples: Arrangement Agreement (Mogo Inc.)

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No Legal Action. There is no action or proceeding pending or threatened by any Person (other than the Purchaser or its affiliates) in any jurisdiction that is reasonably likely to: (ia) cease trade, enjoin, prohibit, or impose any limitations, damages or conditions on, the Purchaser’s ability to acquire, hold, or exercise full rights of ownership over, any Company Shares, including the right to vote Company Shares; (iib) prohibit or restrict the Arrangement, or the ownership or operation by the Purchaser of a material portion of the business or assets of the Purchaser or any of the Purchaser’s Subsidiaries, the Company or any of the Company’s Subsidiaries, or compel the Purchaser to dispose of or hold separate any material portion of the business or assets of the Purchaser or any of the Purchaser’s Subsidiaries, the Company or any of the Company’s Subsidiaries as a result of the Arrangement; or (iiic) prevent or materially delay the consummation of the Arrangement, or if the Arrangement is consummated, have or be reasonably expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Arrangement Agreement

No Legal Action. There is no action or proceeding pending or threatened by any Person (other than the Purchaser or its affiliates) in any jurisdiction that is reasonably likely to: (ia) cease trade, enjoin, prohibit, or impose any limitations, damages or conditions on, the Purchaser’s 's ability to acquire, hold, or exercise full rights of ownership over, any Company Shares, including the right to vote Company Shares; (iib) prohibit or restrict the Arrangement, or the ownership or operation by the Purchaser of a material portion of the business or assets of the Purchaser or any of the Purchaser’s 's Subsidiaries, the Company or any of the Company’s 's Subsidiaries, or compel the Purchaser to dispose of or hold separate any material portion of the business or assets of the Purchaser or any of the Purchaser’s 's Subsidiaries, the Company or any of the Company’s 's Subsidiaries as a result of the Arrangement; or (iiic) prevent or materially delay the consummation of the Arrangement, or if the Arrangement is consummated, have or be reasonably expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Arrangement Agreement (IM Cannabis Corp.)

No Legal Action. There is no action or proceeding pending or threatened by any Person (other than the Purchaser or its affiliatesPurchaser) in any jurisdiction that is would be reasonably likely to: (ia) cease trade, enjoin, prohibit, or impose any limitations, damages or conditions on, the Purchaser’s ability to acquire, hold, or exercise full rights of ownership over, any Company Common Shares, including the right to vote Company the Common Shares; (iib) prohibit prohibit, impair or restrict the Arrangement, or the ownership or operation by the Purchaser of a any material portion of the business or assets of the Purchaser or any of the Purchaser’s Subsidiaries, the Company or any of the Company’s their respective Subsidiaries, or compel the Purchaser to dispose of or hold separate any material portion of the business or assets of the Purchaser or any of the Purchaser’s Subsidiaries, the Company or any of the Company’s their respective Subsidiaries as a result of the Arrangement; or (iiic) prevent or materially delay the consummation of the Arrangement, or if the Arrangement is consummated, have or be reasonably expected to have a Material Adverse EffectEffect in respect of the Company or the Purchaser.

Appears in 1 contract

Samples: Arrangement Agreement (Mogo Finance Technology Inc.)

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