Common use of No Material Applicable Laws or Proceedings Clause in Contracts

No Material Applicable Laws or Proceedings. Except as set forth in the Public Disclosure, (i) to the best of the Obligors’ knowledge, no applicable legislation has been enacted, adopted, passed or issued, (ii) no stop order suspending the exemption from qualification of any of the Notes in any jurisdiction has been issued and no proceeding for that purpose has been commenced or, to the Issuer’s knowledge, contemplated as of the Closing Date and (iii) there is no action, claim, suit, demand, hearing, notice of violation or deficiency, or proceeding pending or, to the knowledge of the Obligors, threatened or contemplated by Governmental Authorities or threatened by others (collectively, “Proceedings”) that, with respect to clauses (i), (ii) and (iii) of this paragraph (A) would restrain, enjoin, prevent or interfere with the consummation of the Placement or any of the Transactions or (B) would, individually or in the aggregate, have a Material Adverse Effect.

Appears in 5 contracts

Samples: Purchase Agreement (Homefed Corp), Purchase Agreement (Homefed Corp), Purchase Agreement

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No Material Applicable Laws or Proceedings. Except as set forth in the Public Disclosure, There is no (i) to the best of the Obligors’ knowledge, no applicable legislation has been Applicable Law that is enacted, adopted, passed adopted or issued, (ii) no stop order suspending the qualification or exemption from qualification of any of the Notes Securities in any jurisdiction that has been issued and no proceeding for that purpose has been commenced or, to the IssuerCompany’s knowledge, is pending or contemplated as of the Closing Date and (iii) there is no except as disclosed in the Time of Sale Document and the Final Offering Memorandum, action, claim, suit, demand, hearing, notice of violation or deficiency, or proceeding pending or, to the knowledge of the ObligorsCompany, threatened or contemplated by Governmental Authorities or threatened by others (collectively, “Proceedings”) ), that, with respect to clauses (i), (ii) and (iii) of this paragraph (A) would would, as of the date hereof and at the Closing Date, restrain, enjoin, prevent or interfere with the consummation of the Placement Offering or any of the Transactions or (B) would, individually or in the aggregate, have a Material Adverse Effect.

Appears in 5 contracts

Samples: Purchase Agreement (Acadia Healthcare Company, Inc.), Purchase Agreement (Acadia Healthcare Company, Inc.), Purchase Agreement (Acadia Healthcare Company, Inc.)

No Material Applicable Laws or Proceedings. Except as set forth in the Public Disclosure, There is no (i) to the best of the Obligors’ knowledge, no applicable legislation has been Applicable Law that is enacted, adopted, passed adopted or issued, (ii) no stop order suspending the qualification or exemption from qualification of any of the Notes Offered Shares in any jurisdiction that has been issued and no proceeding for that purpose has been commenced or, to the IssuerCompany’s knowledge, is pending or contemplated as of the Closing Date and (iii) there is no except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, action, claim, suit, demand, hearing, notice of violation or deficiency, or proceeding pending or, to the knowledge of the ObligorsCompany, threatened or contemplated by Governmental Authorities or threatened by others (collectivelyothers, “Proceedings”) that, with respect to clauses (i), (ii) and (iii) of this paragraph (A) would would, as of the date hereof and at the Closing Date, restrain, enjoin, prevent or interfere with the consummation of the Placement Offering or any of the Transactions transactions contemplated hereby or (B) would, individually or in the aggregate, have a Material Adverse Effect.

Appears in 3 contracts

Samples: Underwriting Agreement (Acadia Healthcare Company, Inc.), Underwriting Agreement (Acadia Healthcare Company, Inc.), Underwriting Agreement (Acadia Healthcare Company, Inc.)

No Material Applicable Laws or Proceedings. Except as set forth in the Public Disclosure, (i) to the best of the Obligors’ knowledge, no applicable legislation No Applicable Law has been enacted, adopted, passed adopted or issued, (ii) no stop order suspending the qualification or exemption from qualification of any of the Notes Placement Shares in any jurisdiction has been issued and no proceeding for that purpose has been commenced or, to the IssuerCompany’s knowledge, after due inquiry, be pending or contemplated as of the Closing Date Applicable Time and (iii) there is no action, claim, suit, demand, hearing, notice of violation or deficiency, or proceeding pending or, to the knowledge of the ObligorsCompany or any of the Subsidiaries, after due inquiry, threatened or contemplated by Governmental Authorities governmental authorities or threatened by others (collectively, “Proceedings”) that, with respect to clauses (i), (ii) and (iii) of this paragraph (A) would restrain, enjoin, prevent or interfere with the consummation of the Placement or any offering of the Transactions Placement Shares or (B) wouldcould reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Appears in 3 contracts

Samples: At Market Issuance Sales Agreement (Pangaea Logistics Solutions Ltd.), At Market Issuance Sales Agreement (Pangaea Logistics Solutions Ltd.), At Market Issuance Sales Agreement (Eagle Bulk Shipping Inc.)

No Material Applicable Laws or Proceedings. Except as set forth in the Public Disclosure, (i) to the best of the Obligors’ knowledge, no applicable legislation No Applicable Law has have been enacted, adopted, passed adopted or issued, (ii) no stop order suspending the qualification or exemption from qualification of any of the Notes shares of Common Stock in any jurisdiction has been issued and no proceeding for that purpose has been commenced or, to the IssuerCompany’s knowledgeKnowledge, contemplated as of the Closing Date is pending or contemplated, and (iii) there is no legal, administrative, arbitral or other proceeding, action, claim, suit, demand, hearing, arbitration, mediation, governmental or regulatory investigation or audit, notice of violation or deficiency, or proceeding pending pending, or, to the knowledge Knowledge of the Obligors, Company threatened or contemplated by Governmental Authorities or threatened by others (collectively, “Proceedings”) that, with respect to clauses (i), (ii) ), and (iii) of this paragraph (ASection 2(i) would at the date hereof restrain, enjoin, prevent or interfere with the consummation of the Placement Exchange or any of the Transactions or (B) would, individually or in the aggregate, have a Material Adverse Effect.

Appears in 2 contracts

Samples: Exchange Agreement (BioScrip, Inc.), Exchange Agreement (BioScrip, Inc.)

No Material Applicable Laws or Proceedings. Except as set forth in the Public Disclosure, (i) to the best of the Obligors’ knowledge, no applicable legislation No Applicable Law has been enacted, adopted, passed adopted or issued, (ii) no stop order suspending the qualification or exemption from qualification of any of the Subordinated Notes in any jurisdiction has been issued and no proceeding for that purpose has been commenced or, to the IssuerCompany’s knowledge, after due inquiry, is pending or contemplated as of the Closing Date and (iii) except as Previously Disclosed, there is no action, claim, suit, demand, hearing, notice of violation or deficiency, or proceeding pending or, to the knowledge of the ObligorsCompany or any of the Subsidiaries, after due inquiry, threatened or contemplated by Governmental Authorities or threatened by others (collectively, “Proceedings”) that, with respect to clauses (i), (ii) and (iii) of this paragraph (A) would would, as of the date hereof, restrain, enjoin, prevent or interfere with the consummation of the Placement or any of the Transactions or (B) would, individually or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (First NBC Bank Holding Co)

No Material Applicable Laws or Proceedings. Except as set forth in the Public Disclosure, (i) to the best of the Obligors’ knowledge, no applicable legislation has No Applicable Law shall have been enacted, adopted, adopted or issued shall have been passed or issued, (ii) no stop order suspending the qualification or exemption from qualification of any of the Notes Securities in any jurisdiction has shall have been issued and no proceeding for that purpose has shall have been commenced or, to the IssuerCompany’s knowledge, be pending or contemplated as of the Closing Date and (iii) there is no action, claim, suit, demand, hearing, notice of violation or deficiency, or proceeding pending or, to the knowledge of the Obligors, Company or any of the Subsidiaries threatened or contemplated by Governmental Authorities or threatened by others (collectively, “Proceedings”) that, with respect to clauses (i), (ii) and (iii) of this paragraph (A) would at the Closing Date restrain, enjoin, prevent or interfere with the consummation of the Placement Offering or any of the Transactions or (B) would, individually or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (BioScrip, Inc.)

No Material Applicable Laws or Proceedings. Except as set forth in the Public Disclosure, (i) to the best of the Obligors’ knowledge, no applicable legislation has No Applicable Law shall have been enacted, adopted, adopted or issued shall have been passed or issued, (ii) no stop order suspending the qualification or exemption from qualification of any of the Notes Securities in any jurisdiction has shall have been issued and no proceeding for that purpose has shall have been commenced or, to the IssuerCompany’s knowledge, after due inquiry, be pending or contemplated as of the applicable Closing Date and (iii) there is no action, claim, suit, demand, hearing, notice of violation or deficiency, or proceeding pending or, to the knowledge of the ObligorsCompany or any of the Subsidiaries, after due inquiry, threatened or contemplated by Governmental Authorities or threatened by others (collectively, “Proceedings”) that, with respect to clauses (i), (ii) and (iii) of this paragraph (A) would restrain, enjoin, prevent or interfere with the consummation of the Placement Offering or any of the Transactions or (B) wouldwould reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Perficient Inc)

No Material Applicable Laws or Proceedings. Except as set forth in the Public Disclosure, (i) to the best of the Obligors’ knowledge, no applicable legislation has No Applicable Law shall have been enacted, adopted, adopted or issued shall have been passed or issued, (ii) no stop order suspending the qualification or exemption from qualification of any of the Notes Securities in any jurisdiction has shall have been issued and no proceeding for that purpose has shall have been commenced or, to the IssuerCompany’s knowledge, after due inquiry, be pending or contemplated as of the applicable Closing Date and (iii) there is no action, claim, suit, demand, hearing, notice of violation or deficiency, or proceeding pending or, to the knowledge of the ObligorsCompany or any of the Subsidiaries, after due inquiry, threatened or contemplated by Governmental Authorities or threatened in writing by others (collectively, “Proceedings”) that, with respect to clauses (i), (ii) and (iii) of this paragraph (A) would restrain, enjoin, prevent or interfere with the consummation of the Placement Offering or any of the Transactions or (B) would, individually or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Samples: Securities Purchase Agreement (Aphria Inc.)

No Material Applicable Laws or Proceedings. Except as set forth in the Public Disclosure, (i) to the best of the Obligors’ knowledge, no applicable legislation has No Applicable Law shall have been enacted, adopted, passed or issued, (ii) no stop order suspending the qualification or exemption from qualification of any of the Notes Offered Securities in any jurisdiction has shall have been issued and no proceeding for that purpose has shall have been commenced or, to the IssuerCompany’s knowledge, be pending or contemplated as of the Closing Date and (iii) there is no action, claim, suit, demand, hearing, notice of violation or deficiency, or proceeding pending or, to the knowledge of the ObligorsCompany or any of the Subsidiaries, threatened or contemplated by Governmental Authorities or threatened by others (collectively, “Proceedings”) that, with respect to clauses (i), (ii) and (iii) of this paragraph (A) would would, as of the date hereof and at the Closing Date, restrain, enjoin, prevent or interfere with the consummation of the Placement offering of the Offered Securities or any of the Transactions or (B) would, individually or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Epl Oil & Gas, Inc.)

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No Material Applicable Laws or Proceedings. Except as set forth in the Public Disclosure, (i) to the best of the Obligors’ knowledge, no applicable legislation No Applicable Law has been enacted, adopted, passed issued or issuedpassed, (ii) no stop order suspending the qualification or exemption from qualification of any of the Notes in any jurisdiction has been issued and no proceeding for that purpose has been commenced or, to the IssuerCompany’s knowledgeKnowledge, is pending or contemplated as of the Closing Date and (iii) there is no action, claim, suit, demand, hearing, notice of violation or deficiency, or proceeding pending or, to the knowledge of the ObligorsCompany’s Knowledge, threatened or contemplated by Governmental Authorities or threatened by others (collectively, “Proceedings”) that, with respect to clauses (i), (ii) and (iii) of this paragraph (A) would would, as of the date hereof and at the Closing Date, restrain, enjoin, prevent or interfere with the consummation of the Placement Offering or any of the Transactions or (B) would, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Goodman Networks Inc)

No Material Applicable Laws or Proceedings. Except as set forth in the Public Disclosure, (i) to the best of the Obligors’ knowledge, no applicable legislation has No Applicable Law shall have been enacted, adopted, adopted or issued shall have been passed or issued, (ii) no stop order suspending the qualification or exemption from qualification of any of the Notes Securities in any jurisdiction has shall have been issued and no proceeding for that purpose has shall have been commenced or, to the IssuerCompany’s knowledge, be pending or contemplated as of the applicable Closing Date and (iii) there is no action, claim, suit, demand, hearing, notice of violation or deficiency, or proceeding pending or, to the knowledge of the ObligorsCompany or any of the Subsidiaries, threatened or contemplated by Governmental Authorities or threatened by others (collectively, “Proceedings”) that, with respect to clauses (i), (ii) and (iii) of this paragraph (A) would restrain, enjoin, prevent or interfere with the consummation of the Placement Offering or any of the Transactions or (B) would, individually or in the aggregate, have a Material Adverse Effect, except, with respect to this clause (B), as otherwise disclosed in the Time of Sale Document and the Final Offering Memorandum.

Appears in 1 contract

Samples: Purchase Agreement (Supernus Pharmaceuticals Inc)

No Material Applicable Laws or Proceedings. Except as set forth in the Public Disclosure, (i) to the best of the Obligors’ knowledge, no applicable legislation No Applicable Law has been enacted, adopted, passed adopted or issued, (ii) no stop order suspending the qualification or exemption from qualification of any of the Notes Securities in any jurisdiction has been issued and no proceeding for that purpose has been commenced or, to the IssuerCompany’s knowledge, is pending or contemplated as of the Closing Date and (iii) there is no action, claim, suit, demand, hearing, notice of violation or deficiency, or proceeding pending or, to the knowledge of the ObligorsCompany or any of its Subsidiaries, threatened or contemplated by Governmental Authorities or threatened by others (collectively, “Proceedings”) that, with respect to clauses (i), (ii) and (iii) of this paragraph paragraph, (A) would would, as of the date hereof and at the Closing Date, restrain, enjoin, prevent or interfere with the consummation of the Placement Offering or any of the Transactions or (B) would, individually or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (TMX Finance LLC)

No Material Applicable Laws or Proceedings. Except as set forth in the Public Disclosure, (i) to the best of the Obligors’ knowledge, no applicable legislation has No Applicable Law shall have been enacted, adopted, passed or issued, (ii) no stop order suspending the qualification or exemption from qualification of any of the Notes Securities in any jurisdiction has shall have been issued and no proceeding for that purpose has shall have been commenced or, to the IssuerCompany’s knowledge, be pending or contemplated as of the Closing Date and (iii) there is no action, claim, suit, demand, hearing, notice of violation or deficiency, or proceeding pending or, to the knowledge of the ObligorsCompany or any of the Subsidiaries, threatened or contemplated by Governmental Authorities or threatened by others (collectively, “Proceedings”) that, with respect to clauses (i), (ii) and (iii) of this paragraph (A) would would, as of the date hereof and at the Closing Date, restrain, enjoin, prevent or interfere with the consummation of the Placement Offering or any of the Transactions or (B) would, individually or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Energy Partners LTD)

No Material Applicable Laws or Proceedings. Except as set forth in the Public Disclosure, (i) to the best of the Obligors’ knowledge, no applicable legislation has No Applicable Law shall have been enacted, adopted, passed adopted or issued, (ii) no stop order suspending the qualification or exemption from qualification of any of the Notes Securities in any jurisdiction has shall have been issued and no proceeding for that purpose has shall have been commenced or, to the IssuerCompany’s knowledge, after due inquiry, be pending or contemplated as of the applicable Closing Date and (iii) there is no action, claim, suit, demand, hearing, notice of violation or deficiency, or proceeding shall be pending or, to the knowledge of the ObligorsCompany or any of the Subsidiaries, after due inquiry, threatened or contemplated by Governmental Authorities or threatened by others (collectively, “Proceedings”) that, with respect to clauses (i), (ii) and (iii) of this paragraph paragraph, (A) would restrain, enjoin, or prevent or interfere with the consummation of the Placement Offering or any of the Transactions or (B) would, individually or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Spectrum Pharmaceuticals Inc)

No Material Applicable Laws or Proceedings. Except as set forth in the Public Disclosure, (i) to the best of the Obligors’ knowledge, no applicable legislation has No Applicable Law shall have been enacted, adopted, passed adopted or issued, (ii) no stop order suspending the qualification or exemption from qualification of any of the Notes in any jurisdiction has shall have been issued and no proceeding for that purpose has shall have been commenced or, to the IssuerCompany’s knowledge, be pending or contemplated as of the Closing Date and (iii) there is no action, claim, suit, demand, hearing, notice of violation or deficiency, or proceeding pending or, to the knowledge of the Obligors, Company or any of the Subsidiaries threatened or contemplated by Governmental Authorities or threatened by others (collectively, “Proceedings”) that, with respect to clauses (i), (ii) and (iii) of this paragraph (A) would would, as of the date hereof and on the Closing Date, restrain, enjoin, prevent or interfere with the consummation of the Placement Offering or any of the Transactions or (B) would, individually or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Astoria Financial Corp)

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