No Proceeding or Litigation. No suit, action, investigation, inquiry or other proceeding by any Authority or other person or entity will have been instituted or threatened which delays or questions the validity or legality of the transactions contemplated hereby or which, if successfully asserted, would, in the reasonable judgment of Parent, individually or in the aggregate, otherwise have a Material Adverse Effect on the Company's business, financial condition, prospects, assets or operations or prevent or delay the consummation of the transactions contemplated by this Agreement.
Appears in 11 contracts
Samples: Agreement and Plan of Merger (Aftermarket Enterprises, Inc.), Agreement and Plan of Merger (Source Energy Corp /Ut/), Agreement and Plan of Merger (Cardiff International Inc)
No Proceeding or Litigation. No suit, action, investigation, inquiry or other proceeding by any Authority or other person or entity will have been instituted or threatened which delays or questions the validity or legality of the transactions contemplated hereby or which, if successfully asserted, would, in the reasonable judgment of Parentthe Company, individually or in the aggregate, otherwise have a Material Adverse Effect on the CompanyParent's business, financial condition, prospects, assets or operations or prevent or delay the consummation of the transactions contemplated by this Agreement.
Appears in 10 contracts
Samples: Agreement and Plan of Merger (Aftermarket Enterprises, Inc.), Agreement and Plan of Merger (Cardiff International Inc), Agreement and Plan of Merger (Autoline Group Inc)
No Proceeding or Litigation. No suit, action, investigation, inquiry or other proceeding by any Authority or other person or entity will have been instituted or threatened which delays or questions the validity or legality of the transactions contemplated hereby or which, if successfully asserted, would, in the reasonable judgment of ParentCompany, individually or in the aggregate, otherwise have a Material Adverse Effect on the Company's Parent’s business, financial condition, prospects, assets or operations or prevent or delay the consummation of the transactions contemplated by this Agreement.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Dala Petroleum Corp.), Agreement and Plan of Merger (Dala Petroleum Corp.), Agreement and Plan of Merger (Gulf & Orient Steamship Company, Ltd.)
No Proceeding or Litigation. No suit, action, investigation, inquiry or other proceeding by any Authority or other person or entity will have been instituted or threatened which delays or questions the validity or legality of the transactions contemplated hereby or which, if successfully asserted, would, in the reasonable judgment of ParentSeller, individually or in the aggregate, otherwise have a Material Adverse Effect on the Company's business, financial condition, prospects, assets or operations or prevent or delay the consummation of the transactions contemplated by this Agreement.
Appears in 7 contracts
Samples: Stock Purchase Agreement (Settex PLC), Stock Purchase Agreement (Microsmart Devices, Inc.), Installment Purchase Agreement (Syntony Group Inc)
No Proceeding or Litigation. No suit, action, investigation, inquiry or other proceeding by any Authority or other person or entity will have been instituted or threatened which delays or questions the validity or legality of the transactions contemplated hereby or which, if successfully asserted, would, in the reasonable judgment of Parent, individually or in the aggregate, otherwise have a Material Adverse Effect on the Company's ’s business, financial condition, prospects, assets or operations or prevent or delay the consummation of the transactions contemplated by this Agreement.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Gulf & Orient Steamship Company, Ltd.), Agreement and Plan of Merger (Mondial Ventures, Inc.), Agreement and Plan of Merger (Westcott Products Corp)
No Proceeding or Litigation. No suit, action, investigation, inquiry or other proceeding by any Authority or other person or entity will shall have been instituted or threatened which delays or questions the validity or legality of the transactions contemplated hereby or which, if successfully asserted, would, in the reasonable judgment of Parentthe Company, individually or in the aggregate, otherwise have a Material Adverse Effect on the Company's Issuer’s business, financial condition, prospects, assets or operations or prevent or delay the consummation of the transactions contemplated by this Agreement.
Appears in 5 contracts
Samples: Securities Exchange Agreement (Feng Fei), Securities Exchange Agreement (Zhang Zhiqiang), Securities Exchange Agreement (Apex Capital Group Inc)
No Proceeding or Litigation. No suit, action, investigation, inquiry or other proceeding by any Authority or other person or entity will shall have been instituted or threatened which delays or questions the validity or legality of the transactions contemplated hereby or which, if successfully asserted, would, in the reasonable judgment of ParentIssuer, individually or in the aggregate, otherwise have a Material Adverse Effect on the Company's ’s business, financial condition, prospects, assets or operations or prevent or delay the consummation of the transactions contemplated by this Agreement.
Appears in 5 contracts
Samples: Securities Exchange Agreement (Feng Fei), Securities Exchange Agreement (Feng Shushun), Securities Exchange Agreement (Apex Capital Group Inc)
No Proceeding or Litigation. No suit, action, investigation, inquiry or other proceeding by any Authority or other person or entity will have been instituted or threatened which delays or questions the validity or legality of the transactions contemplated hereby or which, if successfully asserted, would, in the reasonable judgment of ParentBuyer, individually or in the aggregate, otherwise have a Material Adverse Effect on the Company's business, financial condition, prospects, assets or operations or prevent or delay the consummation of the transactions contemplated by this Agreement.
Appears in 5 contracts
Samples: Installment Purchase Agreement (Price David), Installment Purchase Agreement (Syntony Group Inc), Stock Purchase Agreement (Syntony Group Inc)
No Proceeding or Litigation. No suit, action, investigation, inquiry or other proceeding by any Authority or other person or entity will have been instituted or threatened which delays or questions the validity or legality of the transactions contemplated hereby or which, if successfully asserted, would, in the reasonable judgment of Parentthe Company, individually or in the aggregate, otherwise have a Material Adverse Effect on the Company's Parent’s business, financial condition, prospects, assets or operations or prevent or delay the consummation of the transactions contemplated by this Agreement.
Appears in 4 contracts
Samples: Leak Out Agreement (Network Dealer Services Holding Corp.), Agreement and Plan of Merger (Digitiliti Inc), Agreement and Plan of Merger (Northern Oil & Gas, Inc.)
No Proceeding or Litigation. No suit, action, investigation, inquiry or other proceeding by any Authority or other person or entity will shall have been instituted or threatened which delays or questions the validity or legality of the transactions contemplated hereby or which, if successfully asserted, would, in the reasonable judgment of Parentthe Company, individually or in the aggregate, otherwise have a Material Adverse Effect on the Company's ’s business, financial condition, prospects, assets or operations or prevent or delay the consummation of the transactions contemplated by this Agreement.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Tia IV, Inc), Securities Purchase Agreement (Tia III, Inc), Securities Purchase Agreement (Tia IV, Inc)
No Proceeding or Litigation. No suit, action, investigation, inquiry or other proceeding by any Authority or other person or entity will have been instituted or threatened which delays or questions the validity or legality of the transactions contemplated hereby or which, if successfully asserted, would, in the reasonable judgment of Parent, individually or in the aggregate, otherwise have a Material Adverse Effect on the Company's ’s business, financial condition, prospects, assets or operations or prevent or delay the consummation of the transactions contemplated by this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Digitiliti Inc), Agreement and Plan of Merger (Northern Oil & Gas, Inc.), Agreement and Plan of Merger (Kentex Petroleum Inc)
No Proceeding or Litigation. No suit, action, investigation, inquiry or other proceeding by any Authority or other person or entity will have been instituted or threatened which delays or questions the validity or legality of the transactions contemplated hereby or which, if successfully asserted, would, in the reasonable judgment of Parentthe Company, individually or in the aggregate, otherwise have a Material Adverse Effect on the CompanyDiscovery's business, financial condition, prospects, assets or operations or prevent or delay the consummation of the transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Discovery Investments Inc), Securities Purchase Agreement and Plan of Reorganization (Pu Chong Liang)
No Proceeding or Litigation. No suit, action, investigation, inquiry or other proceeding by any Authority or other person or entity will have been instituted or threatened which delays or questions the validity or legality of the transactions contemplated hereby or which, if successfully asserted, would, in the reasonable judgment of ParentDiscovery, individually or in the aggregate, otherwise have a Material Adverse Effect on the Company's business, financial condition, prospects, assets or operations or prevent or delay the consummation of the transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Securities Purchase Agreement and Plan of Reorganization (Pu Chong Liang), Securities Purchase Agreement (Discovery Investments Inc)
No Proceeding or Litigation. No suit, action, investigation, inquiry or other proceeding by any Authority or other person or entity will have been instituted or threatened which delays or questions the validity or legality of the transactions contemplated hereby or which, if successfully asserted, would, in the reasonable judgment of Parentthe Purchasers, individually or in the aggregate, otherwise have a Material Adverse Effect on the Company's business, financial condition, prospects, assets or operations or prevent or delay the consummation of the transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Settex PLC), Stock Purchase Agreement (Microsmart Devices, Inc.)
No Proceeding or Litigation. No suit, action, investigation, inquiry or other proceeding by any Authority or other person or entity will have been instituted or threatened which delays or questions the validity or legality of the transactions contemplated hereby or which, if successfully asserted, would, in the reasonable judgment of Parent, would individually or in the aggregate, otherwise have a Material Adverse Effect on the Company's business, financial condition, prospects, assets or operations or prevent or delay the consummation of the transactions contemplated by this Agreementoperations.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Clarion Technologies Inc/De/), Stock Purchase Agreement (Clarion Technologies Inc/De/)
No Proceeding or Litigation. No Except as set forth in Company Disclosure Schedule, no suit, action, investigation, inquiry or other proceeding by any Authority or other person or entity will have been instituted or threatened which delays or questions the validity or legality of the transactions contemplated hereby or which, if successfully asserted, would, in the reasonable judgment of Parent, individually or in the aggregate, otherwise have a Material Adverse Effect on the Company's ’s business, financial condition, prospects, assets or operations or prevent or delay the consummation of the transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dala Petroleum Corp.), Agreement and Plan of Merger (Dala Petroleum Corp.)
No Proceeding or Litigation. No suit, action, investigation, inquiry or other proceeding by any Authority or other person or entity will have been instituted or threatened which delays or questions the validity or legality of the transactions contemplated hereby or which, if successfully asserted, would, in the reasonable judgment of ParentMill Basin, individually or in the aggregate, otherwise have a Material Adverse Effect on the Company's ’s business, financial condition, prospects, assets or operations or prevent or delay the consummation of the transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Securities Exchange Agreement (Mill Basin Technologies, Ltd.), Securities Exchange Agreement (Mill Basin Technologies, Ltd.)
No Proceeding or Litigation. No suit, action, investigation, inquiry or other proceeding by any Authority or other person or entity will shall have been instituted or threatened which delays or questions the validity or legality of the transactions contemplated hereby or which, if successfully asserted, would, in the reasonable judgment of Parentthe Company, individually or in the aggregate, otherwise have a Material Adverse Effect on the CompanyIssuer's business, financial condition, prospects, assets or operations or prevent or delay the consummation of the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Securities Exchange Agreement (Power of the Dream Ventures Inc)
No Proceeding or Litigation. No suit, suit action, investigation, inquiry or other proceeding by any Authority or other person or entity will have been instituted or threatened which delays or questions the validity or legality of the transactions contemplated hereby or which, if successfully asserted, would, would in the reasonable judgment of ParentSellers, individually or in the aggregate, otherwise have a Material Adverse Effect material adverse effect on the Company's business, financial condition, prospects, assets or operations or prevent or delay the consummation of the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Private Securities Purchase Agreement (East Coast Diversified Corp)
No Proceeding or Litigation. No suit, action, investigation, inquiry or other proceeding by any Authority or other person or entity will have been instituted or threatened which delays or questions the validity or legality of the transactions contemplated hereby or which, if successfully asserted, would, in the reasonable judgment of ParentSooner Holdings, individually or in the aggregate, otherwise have a Material Adverse Effect on the Company's ’s business, financial condition, prospects, assets or operations or prevent or delay the consummation of the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Securities Exchange Agreement (Sooner Holdings Inc /Ok/)
No Proceeding or Litigation. No suit, action, investigation, inquiry or other proceeding by any Authority or other person or entity will have been instituted or threatened which delays or questions the validity or legality of the transactions contemplated hereby or which, if successfully asserted, would, in the reasonable judgment of ParentDrilling, individually or in the aggregate, otherwise have a Material Adverse Effect on the Company's business, financial condition, prospects, assets or operations or prevent or delay the consummation of the transactions contemplated by this Agreement.
Appears in 1 contract
No Proceeding or Litigation. No suit, action, investigation, inquiry or other proceeding by any Authority or other person or entity will have been instituted or threatened which delays or questions the validity or legality of the transactions contemplated hereby or which, if successfully asserted, would, in the reasonable judgment judgement of Parentthe Company, individually or in the aggregate, otherwise have a Material Adverse Effect on the CompanyParent's business, financial condition, prospects, assets or operations or prevent or delay the consummation of the transactions contemplated by this Agreement.
Appears in 1 contract
No Proceeding or Litigation. No suit, action, investigation, inquiry or other proceeding by any Authority or other person or entity will have been instituted or threatened which delays or questions the validity or legality of the transactions contemplated hereby or which, if successfully asserted, would, in the reasonable judgment of ParentLNPI, individually or in the aggregate, otherwise have a Material Adverse Effect on the Company's ’s business, financial condition, prospects, assets or operations or prevent or delay the consummation of the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Securities Exchange Agreement (Lone Pine Holdings, Inc)
No Proceeding or Litigation. No suit, action, investigation, inquiry or other proceeding by any Authority or other person or entity will have been instituted or threatened which delays or questions the validity or legality of the transactions contemplated hereby or which, if successfully asserted, would, in the reasonable judgment of ParentTarget, individually or in the aggregate, otherwise have a Material Adverse Effect on the Company's business, financial condition, prospects, assets or operations or prevent or delay the consummation of the transactions contemplated by this Agreement.
Appears in 1 contract
No Proceeding or Litigation. No suit, action, investigation, inquiry or other proceeding by any Authority or other person or entity will have been instituted or threatened which delays or questions the validity or legality of the transactions contemplated hereby or which, if successfully asserted, would, in the reasonable judgment of Parentthe Company, individually or in the aggregate, otherwise have a Material Adverse Effect on the CompanyTarget's business, financial condition, prospects, assets or operations or prevent or delay the consummation of the transactions contemplated by this Agreement.
Appears in 1 contract
No Proceeding or Litigation. No suit, action, investigation, inquiry or other proceeding by any Authority or other person or entity will have been instituted or threatened which delays or questions the validity or legality of the transactions contemplated hereby or which, if successfully asserted, would, in the reasonable judgment of ParentBuyer, individually or in the aggregate, otherwise have a Material Adverse Effect on the Company's ’s business, financial condition, prospects, assets or operations or prevent or delay the consummation of the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Microsmart Devices, Inc.)
No Proceeding or Litigation. No suit, action, investigation, inquiry or other proceeding by any Authority or other person or entity Person will have been instituted or threatened which delays or questions the validity or legality of the transactions contemplated hereby or which, if successfully asserted, would, in the reasonable judgment of Parentthe Company, individually or in the aggregate, otherwise have a Material Adverse Effect on the Company's business, financial condition, prospects, assets or operations Parent or prevent or delay the consummation of the transactions contemplated by this Agreement.
Appears in 1 contract
No Proceeding or Litigation. No suit, action, investigation, inquiry or other proceeding by any Authority or other person or entity will shall have been instituted or threatened which delays or questions the validity or legality of the transactions contemplated hereby or which, if successfully asserted, would, in the reasonable judgment of ParentIssuer, individually or in the aggregate, otherwise have a Material Adverse Effect on the Company's business, financial condition, prospects, assets or operations or prevent or delay the consummation of the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Securities Exchange Agreement (Power of the Dream Ventures Inc)
No Proceeding or Litigation. No suit, action, investigation, inquiry or other proceeding by any Authority or other person or entity will have been instituted or threatened which delays or questions the validity or legality of the transactions contemplated hereby or which, if successfully asserted, would, in the reasonable judgment of Parent, would individually or in the aggregate, otherwise have a Material Adverse Effect on the Company's business, financial condition, prospects, assets or operations or prevent or delay the consummation of the transactions contemplated by this Agreementoperations.
Appears in 1 contract
Samples: Stock Purchase Agreement (Clarion Technologies Inc/De/)
No Proceeding or Litigation. No suit, action, investigation, inquiry or other proceeding by any Authority or other person or entity will have been instituted or threatened which delays or questions the validity or legality of the transactions contemplated hereby or which, if successfully asserted, would, in the reasonable judgment of ParentUNIPRO, individually or in the aggregate, otherwise have a Material Adverse Effect on the Company's business, financial condition, prospects, assets or operations or prevent or delay the consummation of the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Securities Exchange Agreement (China Honour Investment LTD)
No Proceeding or Litigation. No suit, action, investigation, inquiry or other proceeding by any Authority or other person or entity will have been instituted or threatened which delays or questions the validity or legality of the transactions contemplated hereby or which, if successfully asserted, would, in the reasonable judgment of Parentthe Company, individually or in the aggregate, otherwise have a Material Adverse Effect on the CompanyParent's business, financial condition, prospects, assets or operations or prevent or delay the consummation of the transactions contemplated by this Agreement. 7.7.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Wizzard Software Corp /Co)
No Proceeding or Litigation. No suit, action, investigation, inquiry or other proceeding by any Authority or other person or entity will have been instituted or threatened which delays or questions the validity or legality of the transactions contemplated hereby or which, if successfully asserted, would, in the reasonable judgment of ParentSeller, individually or in the aggregate, otherwise have a Material Adverse Effect on the Company's ’s business, financial condition, prospects, assets or operations or prevent or delay the consummation of the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Microsmart Devices, Inc.)
No Proceeding or Litigation. No suit, action, investigation, inquiry or other proceeding by any Authority or other person or entity will have been instituted or threatened which delays or questions the validity or legality of the transactions contemplated hereby or which, if successfully asserted, would, in the reasonable judgment of ParentSeller, individually or in the aggregate, otherwise have a Material Adverse Effect material adverse effect on the Company's business, financial condition, prospects, assets or operations or prevent or delay the consummation of the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Securities Purchase Agreement (Hirsch Capital CORP)
No Proceeding or Litigation. No suit, action, investigation, inquiry or other proceeding by any Authority or other person or entity will have been instituted or threatened which delays or questions the validity or legality of the transactions transaction contemplated hereby or which, if successfully asserted, would, in the a reasonable judgment of Parentthe Purchaser, individually or in the aggregate, otherwise have a Material Adverse Effect on the Company's business, financial condition, prospects, assets or operations or prevent or delay the consummation of the transactions contemplated by this Agreement.
Appears in 1 contract
No Proceeding or Litigation. No suit, action, investigation, inquiry or other proceeding by any Authority or other person or entity will have been instituted or threatened which delays or questions the validity or legality of the transactions contemplated hereby or which, if successfully asserted, would, in the reasonable judgment of ParentBuyer, individually or in the aggregate, otherwise have a Material Adverse Effect material adverse effect on the Company's business, financial condition, prospects, assets or operations or prevent or delay the consummation of the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Securities Purchase Agreement (Hirsch Capital CORP)
No Proceeding or Litigation. No suit, action, investigation, inquiry or other proceeding by any Authority or other person or entity will have been instituted or threatened which delays or questions the validity or legality of the transactions contemplated hereby or which, if successfully asserted, would, in the reasonable judgment of ParentWYOI, individually or in the aggregate, otherwise have a Material Adverse Effect on the Company's ’s business, financial condition, prospects, assets or operations or prevent or delay the consummation of the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Securities Purchase Agreement (Wyoming Oil & Minerals Inc)
No Proceeding or Litigation. No suit, action, investigation, inquiry or other proceeding by any Authority or other person or entity Person will have been instituted or threatened which delays or questions the validity or legality of the transactions contemplated hereby or which, if successfully asserted, would, in the reasonable judgment of Parent, individually or in the aggregate, otherwise have a Material Adverse Effect on the Company's business, financial condition, prospects, assets or operations Company or prevent or delay the consummation of the transactions contemplated by this Agreement.
Appears in 1 contract
No Proceeding or Litigation. No suit, action, investigation, inquiry or other proceeding by any Authority or other person or entity will have been instituted or threatened which delays or questions the validity or legality of the transactions contemplated hereby or which, if successfully asserted, would, in the reasonable judgment of ParentUNIPRO, individually or in the aggregate, otherwise have a Material Adverse Effect on the Company's ’s business, financial condition, prospects, assets or operations or prevent or delay the consummation of the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Securities Exchange Agreement (Unipro Financial Services Inc)
No Proceeding or Litigation. No suit, action, investigation, inquiry or other proceeding by any Authority authority or other person or entity will have been instituted or threatened which delays or questions the validity or legality of the transactions contemplated hereby or which, if successfully asserted, would, in the reasonable judgment of ParentLYPP, individually or in the aggregate, otherwise have a Material Adverse Effect on the Company's business, financial condition, prospects, assets or operations or prevent or delay the consummation of the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Securities Purchase Agreement (Literary Playpen Inc)
