Common use of No Proceeding or Litigation Clause in Contracts

No Proceeding or Litigation. There shall not be threatened, instituted or pending any suit, action, investigation, inquiry or other proceeding by or before any court or governmental or other regulatory or administrative agency or commission requesting or looking toward an order, judgment or decree that (a) restrains or prohibits the consummation of any of the transactions contemplated hereby or (b) could have a Material Adverse Effect on the Company.

Appears in 6 contracts

Samples: Acquisition Agreement (Hearst Corp), Acquisition Agreement (Microleague Multimedia Inc), Stock Purchase Agreement (Ameritech Corp /De/)

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No Proceeding or Litigation. There shall not be threatened, instituted or pending any suit, action, investigation, inquiry or other proceeding by or before any court or governmental or other regulatory or administrative agency or commission requesting or looking toward an order, judgment or decree that (a) restrains or prohibits the consummation of any of the transactions contemplated hereby or (b) could have a Material Adverse Effect on the Companyhereby.

Appears in 5 contracts

Samples: Securities Purchase Agreement (First Chesapeake Financial Corp), Stock Purchase Agreement (First Chesapeake Financial Corp), Stock Purchase Agreement (Ameritech Corp /De/)

No Proceeding or Litigation. There shall not be threatened, instituted or pending any suit, action, investigation, inquiry or other proceeding by or before any court or governmental or other regulatory or administrative agency or commission requesting or looking toward an order, judgment or decree that (a) restrains or prohibits the consummation of any of the transactions contemplated hereby or (b) could have a Material Adverse Effect on the Companyhereby.

Appears in 4 contracts

Samples: Recapitalization Agreement and Plan of Merger (Corecomm LTD), Agreement and Plan of Merger (Richmont Marketing Specialists Inc), Asset Purchase Agreement (Electronics Boutique Holdings Corp)

No Proceeding or Litigation. There shall not be threatened, instituted or pending any suit, action, investigation, inquiry or other proceeding by or before any court or governmental or other regulatory or administrative agency or commission requesting or looking toward an order, judgment or decree that (a) restrains or prohibits the consummation of any of the transactions contemplated hereby or (b) could have a Material Adverse Effect on to the Company.

Appears in 3 contracts

Samples: Acquisition Agreement (Ameritech Corp /De/), Acquisition Agreement (Hearst Corp), Acquisition Agreement (Microleague Multimedia Inc)

No Proceeding or Litigation. There shall not be threatened, instituted or pending any suit, action, investigation, inquiry or other proceeding by or before any court or governmental or other regulatory or administrative agency or commission requesting or looking toward an order, judgment or decree that (a) restrains or prohibits the consummation of any of the transactions contemplated hereby Hearst Sub Merger or (b) could have a Material Adverse Effect on the Company.

Appears in 3 contracts

Samples: Acquisition Agreement (Ameritech Corp /De/), Acquisition Agreement (Microleague Multimedia Inc), Acquisition Agreement (Hearst Corp)

No Proceeding or Litigation. There shall not be threatened, instituted or pending any suit, action, investigation, inquiry or other proceeding by or before any court or governmental or other regulatory or administrative agency or commission requesting or looking toward an order, judgment or decree that (a) restrains or prohibits the consummation of any of the transactions contemplated hereby or (b) could have a Material Adverse Effect on the CompanyKidSoft.

Appears in 3 contracts

Samples: Acquisition Agreement (Hearst Corp), Acquisition Agreement (Ameritech Corp /De/), Acquisition Agreement (Microleague Multimedia Inc)

No Proceeding or Litigation. There shall not be threatened, instituted or pending any suit, action, investigation, inquiry or other proceeding by or before any court or governmental or other regulatory or administrative agency or commission requesting or looking toward an order, judgment or decree that (a) restrains or prohibits the consummation of any of the transactions contemplated hereby or (b) could have a Material Adverse Effect on the CompanyEffect.

Appears in 2 contracts

Samples: Investment Agreement (Insci Statements Com Corp), Investment Agreement (Insci Statements Com Corp)

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No Proceeding or Litigation. There shall not be threatened, instituted or pending any suit, action, investigation, inquiry or other proceeding by or before any court or governmental or other regulatory or administrative agency or commission requesting or looking toward an order, judgment or decree that (a) restrains or prohibits the consummation of any of the transactions contemplated hereby or (b) could have a Material Adverse Effect on the Companyby this Agreement.

Appears in 2 contracts

Samples: Investment Agreement (Insci Statements Com Corp), Investment Agreement (Insci Statements Com Corp)

No Proceeding or Litigation. There shall not be threatened, instituted or pending any suit, action, investigation, inquiry inquiry, injunction, writ or preliminary restraining order or other proceeding by or before any court or governmental or other regulatory or administrative agency or commission requesting or looking toward an order, judgment or decree that which (a) restrains seeks to restrain or prohibits the consummation of any of the transactions contemplated hereby or (b) could might have a Seller Material Adverse Effect on the CompanyEffect.

Appears in 2 contracts

Samples: Purchase and Sale (Metromedia International Group Inc), Landmark Theatre Corp

No Proceeding or Litigation. There shall not be threatened, instituted or pending any suit, action, investigation, inquiry or other proceeding by or before any court or governmental or other regulatory or administrative agency or commission requesting or looking toward an order, judgment or decree that (a) restrains or prohibits the consummation of any of the transactions contemplated hereby or (b) could have a Material Adverse Effect material adverse effect on the Companyoperations, condition (financial or otherwise), liabilities, assets, earnings or prospects of the Business.

Appears in 1 contract

Samples: Asset Purchase Agreement (Cti Group Holdings Inc)

No Proceeding or Litigation. There shall not be threatened, instituted or pending any suit, action, investigation, inquiry or other proceeding by or before any court or governmental or other regulatory or administrative agency or commission requesting or looking toward an order, judgment or decree that (a) restrains or prohibits the consummation of any of the transactions contemplated hereby or hereby, (b) could have a material adverse effect on Ecesis' ability to exercise control over or manage the Assets after the Closing or (c) could have a Material Adverse Effect on the CompanyEffect.

Appears in 1 contract

Samples: License and Asset Purchase Agreement (Conmat Technologies Inc)

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