No Litigation; No Opposition. No judgment, injunction, order or decree enjoining or prohibiting any of Buyer or the Company or any of the Partners or other parties to this Agreement or any of the agreements, documents and instruments contemplated hereby, from consummating the transactions contemplated hereby, or thereby shall have been entered and no suit, action or proceeding shall be pending or threatened on the date of Closing before or by any court or governmental body seeking to restrain or prohibit the execution and delivery of this Agreement or any of the agreements, documents or instruments contemplated hereby or the consummation of the transactions contemplated hereby or thereby.
No Litigation; No Opposition. No judgment, injunction, order, or decree enjoining or prohibiting any of WT, any Seller, Karfunkel, AST, or other party to any Transaction Document from consummating the Transactions or from engaging in any activity related to the Transactions shall have been entered. No suit, action, claim, proceeding, or investigation shall be pending or threatened before or by any court or Governmental Authority seeking to restrain or prohibit, or seeking material damages or other significant relief in connection with, the execution and delivery of this Agreement or any other Transaction Document or the consummation of the Transactions.
No Litigation; No Opposition. No judgment, injunction, order or decree enjoining or prohibiting any of Merger Subsidiary, WTI, WTC, the LLC, any of the Xxxxxxxxx Entities or any Principal or other party to any Transaction Document from consummating the transactions contemplated by this Agreement or by any other Transaction Document or from engaging in any advisory or broker-dealer activity shall have been entered except such actions as, individually or in the aggregate, would not be reasonably likely to result in a Material Adverse Effect on the Xxxxxxxxx Entities and the LLC, taken as a whole. No suit, action, claim, proceeding or investigation shall be pending or threatened at any time prior to or on the Closing Date before or by any court or Governmental Authority seeking to materially restrain or prohibit, or seeking material damages or other significant relief in connection with, the execution and delivery of this Agreement or any other Transaction Document or the consummation of the transactions contemplated hereby.
No Litigation; No Opposition. No judgment, injunction, order or decree enjoining or prohibiting any of Merger Subsidiary, WTI, WTC, the LLC, any of the Xxxxxxxxx Entities or any Principal from consummating the transactions contemplated hereby or thereby shall have been entered. No suit, action, claim, proceeding or investigation shall be pending or threatened on the Closing Date before or by any court or Governmental Authority seeking to restrain or prohibit the execution and delivery of this Agreement or any other Transaction Document or the consummation of the transactions contemplated hereby or thereby.
No Litigation; No Opposition. 29 7.2 Representations, Warranties and Covenants.................... 29 (ii) 4 Page
No Litigation; No Opposition. No judgment, injunction, order or decree enjoining or prohibiting any of AMG, any Mesirow Entity, any Management Corporation or any Manager or other parties to any of the Transaction Documents, from consummating the transactions contemplated hereby or thereby shall have been entered and no suit, action or proceeding shall be pending or threatened prior to or on the Closing Date before or by any court or governmental body seeking to restrain or prohibit the execution and delivery of this Agreement or any of the Transaction Documents or the consummation of the transactions contemplated hereby or thereby.
No Litigation; No Opposition. No Order enjoining or prohibiting the Sellers or the Purchaser or the other parties to the Ancillary Agreements or any of the agreements, documents and instruments contemplated hereby or thereby, from consummating the transactions contemplated hereby or thereby, shall have been entered, and no Claim shall have been initiated or threatened by any Governmental Authority prior to the Closing seeking to restrain or prohibit the execution and delivery of this Agreement or the Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby.
No Litigation; No Opposition. No judgment, injunction, order, or decree * Confidential Treatment Requested by Wilmington Trust Corporation enjoining or prohibiting any of WT, WTC, either Seller, or BLA or other party to any Transaction Document from consummating the Transactions or by any other Transaction Document or from engaging in any activity shall have been entered. No suit, action, claim, proceeding, or investigation shall be pending or threatened at any time prior to or on the Closing Date before or by any court or Governmental Authority seeking to materially restrain or prohibit, or seeking material damages or other significant relief in connection with, the execution and delivery of this Agreement or any other Transaction Document or the consummation of the Transactions.
No Litigation; No Opposition. No judgment, injunction, order or decree enjoining or prohibiting any of AMG, the Company, the LLC, the Merger Sub or any of the Stockholders or other parties to this Agreement or any of the agreements, documents and instruments contemplated hereby, from consummating the transactions contemplated hereby, or thereby shall have been entered and no suit, action or proceeding shall be pending or threatened on the date of Closing before or by any court or governmental body seeking to restrain or prohibit the execution and delivery of this Agreement or any of the agreements, documents or instruments contemplated hereby or, the consummation of the transactions contemplated hereby or thereby or which could reasonably be expected to have a Material Adverse Effect on the Company, the LLC (which such materiality determined as if the LLC Contribution shall have previously occurred) or AMG; provided, however, that any threatened suit, action, or proceeding for damages or injunctive relief or suit, action or proceeding only for damages by Former Shareholders that may arise under or relate to the Shareholders Agreement buy not any pending suit, action or proceeding which includes, in addition to any other relief sought, any Preliminary Injunction Motion against the Company, the Majority Stockholders, Merger Sub, the LLC or AMG) shall be disregarded solely for purposes of determining satisfaction of the conditions contained in this Section 8.1 and not for determining liability under Section 12 hereof. In the event that a Preliminary Injunction Motion is pending at any time prior to the Closing, the parties shall cooperate and use their commercially reasonable efforts to cause such Preliminary Injunction Motion to be denied or dismissed. In the event that such Preliminary Injunction Motion remains pending at the time when the Closing would otherwise occur, the Closing shall be delayed fifteen (15) days and in the event that such Preliminary Injunction Motion remains pending at such date that is fifteen (15) days after the originally scheduled Closing date, the Closing shall be delayed an additional fifteen (15) days, provided, that the Closing shall occur on the second business day following denial or dismissal of any Preliminary Injunction Motion (or such other date as may be agreed by the parties) and, in any event, the date set forth in Section 10.1 shall be extended through the end of any extension period contemplated hereby.
No Litigation; No Opposition. No judgment, injunction, order or decree enjoining or prohibiting any of Holdings, the LLC, Grant Tani or any Principal or other partx xx xxx Xransaction Document from consummating the transactions contemplated by this Agreement or by any other Transaction Document or from engaging in any advisory or broker-dealer activity shall have been entered. No suit, action, claim, proceeding or investigation shall be pending or threatened at any time prior to or on the Closing Date before or by any court or Governmental Authority seeking to materially restrain or prohibit, or seeking material damages or other significant relief in connection with, the execution and delivery of this Agreement or any other Transaction Document or the consummation of the transactions contemplated hereby or thereby.
