No Legal Obstruction. No injunction, restraining order or order of any nature shall have been issued by or be pending before any court of competent jurisdiction or any governmental authority challenging the validity or legality of the Transactions or restraining or prohibiting the consummation of the Transactions.
No Legal Obstruction. No suit, action or proceeding not disclosed in the Schedules to this Agreement by any person, entity or governmental agency shall be pending or threatened in writing, which if determined adverse to the Company, any Shareholder or Buyer's interests, could reasonably be expected to have a material adverse effect upon (i) the properties, assets, condition (financial or otherwise), operating results, employee, customer or supplier relations, business activities or business prospects of the Company, (ii) Buyer or its Affiliates, or (iii) the benefits to Buyer or its Affiliates of the transactions contemplated hereby. No injunction, restraining order or order of any nature shall have been issued by or be pending before any court of competent jurisdiction or any governmental agency challenging the validity or legality of the transactions contemplated hereby or restraining or prohibiting the consummation of such transactions or compelling Buyer to dispose of or discontinue or materially restrict the operations of a significant portion of the Company. All material permits, approvals, filings and consents required or advisable to be obtained or made, and all waiting periods required or contemplated to expire, prior to the consummation of the transactions contemplated hereby under applicable federal laws of the United States or applicable laws of any state or foreign country having jurisdiction over the transactions contemplated hereby shall have been obtained, made or expired, as the case may be (all such permits, approvals, filings and consents and the lapse of all such waiting periods being referred to as the "Requisite Regulatory Approvals"), and all such Requisite Regulatory Approvals shall be in full force and effect.
No Legal Obstruction. No Law shall have been enacted, no suit, action or proceeding by any third party or Governmental Authority with respect to the transactions contemplated hereby shall be pending or threatened in writing and no order, judgment, injunction, decree or settlement shall have been entered in any such suit, action or proceeding that would have the effect, if adversely determined in the case of any suit, action or proceeding, of (i) making any of the transactions contemplated by this Agreement or the Other Transaction Documents illegal, (ii) otherwise prohibiting or enjoining the consummation of such transactions or (iii) imposing limitations on such transactions and/or the ability of any party hereto to perform its obligations hereunder or under any Other Transaction Document.
No Legal Obstruction. No suit, action or proceeding by any Governmental Authority with respect to the transactions contemplated hereby shall be pending or threatened in writing and no order shall have been entered in any such suit, action or proceeding or in any suit, action or preceding by a third party with respect to the transactions contemplated hereby, in each case, that would have the effect of (i) making any of the transactions contemplated by this Agreement or the Transaction Documents illegal, (ii) otherwise preventing the consummation of such transactions or (iii) imposing limitations on such transactions and/or the ability of any Party to perform its obligations hereunder or under any Transaction Document.
No Legal Obstruction. No suit, action or proceeding not disclosed in the Schedules to this Agreement by any person, entity or governmental agency shall be pending or threatened in writing, which if determined adverse to the Company, the Shareholders or TMP's interests, could reasonably be expected to have a material adverse effect upon (i) the properties, assets, condition (financial or otherwise), operating results, employee, customer or supplier relations, business activities or business prospects of the Company, (ii) TMP or its Affiliates, or (iii) the benefits to TMP or its Affiliates of the Merger. No injunction, restraining order or order of any nature shall have been issued by or be pending before any court of competent jurisdiction or any governmental agency challenging the validity or legality of the Merger or restraining or prohibiting the consummation of such transactions or compelling TMP to dispose of or discontinue or materially restrict the operations of a significant portion of the Company. All Requisite Regulatory Approvals (as defined in SECTION 10.10) shall have been made, obtained or expired, as the case may be, and all such Requisite Regulatory Approvals shall be in full force and effect.
No Legal Obstruction. All Requisite Regulatory Approvals shall be in full force and effect.
No Legal Obstruction. Except as is otherwise contemplated by the Bankruptcy Case, no suit, action or proceeding not disclosed in this Agreement by any person, entity or governmental agency shall be pending or threatened in writing, which could reasonably be expected to have a material adverse effect upon (i) Buyer or (ii) the benefits to Seller of the transactions contemplated hereby. No injunction, restraining order or order of any nature shall have been issued by or be pending before any court of competent jurisdiction or any governmental agency challenging the validity or legality of the transactions contemplated hereby or restraining or prohibiting the consummation of such transactions or compelling the disposition of or discontinue or materially restrict the operations of a significant portion of Buyer.
No Legal Obstruction. No Governmental Entity shall have enacted, issued or promulgated any applicable Law or Governmental Order or Prohibitive Order after the date of this Agreement that remains outstanding at the Offer Notice Date or the Acceptance Date, and/or that would require the terms of the Offer or any of the Transactions contemplated by this Agreement to be revised in any material aspect.
No Legal Obstruction. All required waiting periods -------------------- under the HSR Act and Foreign Monopoly Laws shall have expired or been terminated. There shall not have been entered a preliminary or permanent injunction, temporary restraining order or other judicial or administrative order or decree in any jurisdiction, the effect of which has not been dissolved or set aside and which prohibits the Closing or imposes any conditions on the consummation of the transactions contemplated hereby which could reasonably be expected to have a Material Adverse Effect or which materially adversely affects how the Businesses may be conducted by the Purchaser.
No Legal Obstruction. On the Closing Date (i) there shall be no injunction, restraining order or order of any nature issued by any court of competent jurisdiction or Government Agency which directs that the transactions contemplated by this Agreement and the Ancillary Documents shall not be consummated as herein provided or compels or would result in a material adverse change in the business, assets, results of operations, financial condition or prospects of the Company; (ii) there shall be no suit, action or other proceeding by any Governmental Agency or non-governmental, self-regulatory organization, pending or threatened (pursuant to a written notification), wherein such complaint seeks the restraint or prohibition of the consummation of the transactions contemplated by this Agreement and the Ancillary Documents or asserts the illegality of any material transaction contemplated by this Agreement and the Ancillary Documents; (iii) no law shall be enacted, promulgated or deemed applicable to the transactions contemplated by this Agreement and the Ancillary Documents, by any Governmental Agency which would render consummation of such transactions illegal; and (iv) there shall be no suit, action or other proceeding by a private party pending before any court or Governmental Agency or non-governmental, self-regulatory organization, or threatened (pursuant to a written notification), which is likely to result in the restraint or prohibition of the consummation of the transactions contemplated by this Agreement and the Ancillary Documents or the obtaining of an amount in payment of material damages from, or other material relief against, the Purchaser or against any of its directors or officers, in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Documents.
