Common use of No Material Actions or Proceedings Clause in Contracts

No Material Actions or Proceedings. Except as disclosed in the Prospectus and the Disclosure Package, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters related to the Company or its subsidiaries, where any such action, suit or proceeding, if determined adversely, could, individually or in the aggregate, result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement.

Appears in 15 contracts

Samples: Underwriting Agreement (RPM International Inc/De/), Underwriting Agreement (RPM International Inc/De/), Underwriting Agreement (RPM International Inc/De/)

AutoNDA by SimpleDocs

No Material Actions or Proceedings. Except as disclosed in the Prospectus Registration Statement, the Time of Sale Information and the Disclosure PackageProspectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters related to the Company or any of its subsidiaries, where any such action, suit or proceeding, if determined adversely, couldwould, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement.

Appears in 13 contracts

Samples: Underwriting Agreement (Republic Services, Inc.), Underwriting Agreement (Republic Services, Inc.), Underwriting Agreement (Republic Services, Inc.)

No Material Actions or Proceedings. Except as disclosed in the Prospectus and the Disclosure Package, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director (in their capacity as such director or officer) of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters related to the Company or its subsidiaries, where any such action, suit or proceeding, if determined adversely, couldwould, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement.

Appears in 6 contracts

Samples: Underwriting Agreement (Mattel Inc /De/), Underwriting Agreement (Mattel Inc /De/), Mattel Inc /De/

No Material Actions or Proceedings. Except as disclosed in the Prospectus and the Disclosure Package, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters related to the Company or its subsidiaries, where any such action, suit or proceeding, if determined adversely, couldwould, individually or in the aggregate, result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement.

Appears in 6 contracts

Samples: Underwriting Agreement (Amphenol Corp /De/), Underwriting Agreement (Amphenol Corp /De/), Underwriting Agreement (Amphenol Corp /De/)

No Material Actions or Proceedings. Except as disclosed in the Prospectus and the Disclosure Package, there are no legal or governmental actions, suits or proceedings pending or, to the best knowledge of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director (in their capacities as such) of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters related to the Company or its subsidiaries, where any such action, suit or proceeding, if determined adversely, couldwould, individually or in the aggregate, result in reasonably be expected to have a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this AgreementEffect.

Appears in 5 contracts

Samples: Underwriting Agreement (Church & Dwight Co Inc /De/), Underwriting Agreement (Church & Dwight Co Inc /De/), Underwriting Agreement (Church & Dwight Co Inc /De/)

No Material Actions or Proceedings. Except as disclosed in the Prospectus and the Disclosure Package, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to the manufacture or sale of the products of the Company or its subsidiaries or to environmental or discrimination matters related to the Company or its subsidiaries, where any such action, suit or proceeding, if determined adversely, could, individually or in the aggregate, result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement.

Appears in 4 contracts

Samples: Underwriting Agreement (Stryker Corp), Underwriting Agreement (Stryker Corp), Stryker Corp

No Material Actions or Proceedings. Except as disclosed in the Prospectus Disclosure Package and the Disclosure PackageProspectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters related to the Company or its subsidiaries, in each case where any such action, suit or proceeding, if determined adversely, couldwould reasonably be expected to, individually or in the aggregate, result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Underwriting Agreement (Thermo Fisher Scientific Inc.), Underwriting Agreement (Thermo Fisher Scientific Inc.)

No Material Actions or Proceedings. Except as disclosed in the Prospectus and the Disclosure Package, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters related to the Company or its subsidiaries, where except in any case for any such action, suit or proceeding, if determined adversely, couldproceeding that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Underwriting Agreement (BMC Software Inc), Underwriting Agreement (BMC Software Inc)

No Material Actions or Proceedings. Except as disclosed in the Prospectus and the Disclosure Package, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters related to the Company or its subsidiaries, where any such action, suit or proceeding, if determined adversely, couldwould, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Underwriting Agreement (Commercial Metals Co), Underwriting Agreement (Commercial Metals Co)

No Material Actions or Proceedings. Except as otherwise disclosed in the Prospectus and SEC Reports filed prior to the Disclosure Packagedate hereof, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledgeKnowledge, threatened (i) against or affecting the Company or any of its subsidiariesSubsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries Subsidiaries or (iii) relating to environmental or discrimination matters related to the Company or its subsidiariesSubsidiaries, in each case where any such action, suit or proceeding, if determined adversely, couldwould reasonably be expected to, individually or in the aggregate, result in a Material Adverse Change Effect or adversely affect the consummation of the transactions contemplated by this Agreement and the Merger Agreement.

Appears in 1 contract

Samples: Subscription Agreement (Thermo Fisher Scientific Inc.)

No Material Actions or Proceedings. Except as disclosed in the Prospectus and the Disclosure Package, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiariesSignificant Subsidiaries, (ii) which has as the subject thereof of which relates to any officer or director of, or property owned or leased by, the Company or any of its subsidiaries Significant Subsidiaries or (iii) relating to environmental or discrimination matters related to the Company or its subsidiariesSignificant Subsidiaries, where any such action, suit or proceeding, if determined adversely, couldproceeding would reasonably be expected to, individually or in the aggregate, result in a Material Adverse Change or materially and adversely affect the consummation of Company’s ability to consummate the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Ebay Inc)

AutoNDA by SimpleDocs

No Material Actions or Proceedings. Except as disclosed in the Prospectus Disclosure Package and the Disclosure PackageProspectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters related to the Company or its subsidiaries, in each case, where any such action, suit or proceeding, if determined adversely, couldwould reasonably be expected to, individually or in the aggregate, result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Thermo Fisher Scientific Inc.)

No Material Actions or Proceedings. Except as disclosed in the Prospectus Disclosure Package Information and the Disclosure PackageOffering Memorandum, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters related to the Company or its subsidiaries, where any such action, suit or proceeding, if determined adversely, could, individually or in the aggregate, result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Purchase Agreement (Baker Hughes Inc)

No Material Actions or Proceedings. Except as disclosed in the Prospectus and the Disclosure Package, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters related to the Company or its subsidiaries, where any such action, suit or proceeding, if determined adversely, could, individually or in the aggregate, result in have a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this AgreementEffect.

Appears in 1 contract

Samples: Underwriting Agreement (Sonoco Products Co)

No Material Actions or Proceedings. Except as disclosed in the Prospectus Disclosure Package and the Disclosure PackageProspectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters related to the Company or its subsidiaries, in each case where any such action, suit or proceeding, if determined adversely, couldwould reasonably be expected to, individually or in the aggregate, result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement and the Acquisition Agreement.

Appears in 1 contract

Samples: Thermo Fisher Scientific Inc.

No Material Actions or Proceedings. Except as disclosed in the Prospectus and the Disclosure Package, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has have as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters related to the Company or its subsidiaries, where any such action, suit or proceeding, if determined adversely, could, individually or in the aggregate, result in have a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this AgreementEffect.

Appears in 1 contract

Samples: Underwriting Agreement (Sonoco Products Co)

No Material Actions or Proceedings. Except as disclosed in the Prospectus Disclosure Package and the Disclosure PackageProspectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters related to the Company or its subsidiaries, in each case, where any such action, suit or proceeding, if determined adversely, couldwould reasonably be expected to, individually or in the aggregate, result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement and the Purchase Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Thermo Fisher Scientific Inc.)

No Material Actions or Proceedings. Except as disclosed in the Prospectus Disclosure Package and the Disclosure PackageProspectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters related to the Company or its subsidiaries, in each case where any such action, suit or proceeding, if determined adversely, couldwould reasonably be expected to, individually or in the aggregate, result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement and the Merger Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Thermo Fisher Scientific Inc.)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!