No Restraints. There shall not have been issued by any court of competent jurisdiction and remain in effect any temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the Merger, nor shall any Legal Requirement or order promulgated, entered, enforced, enacted, issued or deemed applicable to the Merger by any Governmental Body which directly or indirectly prohibits, or makes illegal the consummation of the Merger; provided, however, that no Party shall be permitted to invoke this Section 7.1 unless it shall have taken all actions required under this Agreement to have any such order lifted.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Principia Biopharma Inc.), Agreement and Plan of Merger, Agreement and Plan of Merger (Synthorx, Inc.)
No Restraints. There shall not have been issued by any court of competent jurisdiction and remain in effect any No temporary restraining order, preliminary or permanent injunction or other order preventing the Offer or the consummation of the MergerMerger shall have been issued by any court or other Governmental Authority of competent jurisdiction and remain in effect, nor and there shall not be any Legal Requirement or order promulgated, entered, enforced, enacted, issued Applicable Law enacted or deemed applicable to the Merger by any Governmental Body which directly that makes the Offer or indirectly prohibits, or makes illegal the consummation of the MergerMerger illegal; provided, however, that no Party shall be permitted prior to invoke invoking this Section 7.1 unless it 8.01, a party shall have taken all actions required of such party under this Agreement to have any such injunction, order or Applicable Law or other prohibition lifted.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Micros Systems Inc), Agreement and Plan of Merger (Oracle Corp), Agreement and Plan of Merger (Micros Systems Inc)
No Restraints. There shall not have been issued by any court of competent jurisdiction and remain in effect any No temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the MergerMerger shall have been issued by any court of competent jurisdiction and remain in effect, nor and there shall not be any Legal Requirement or order promulgated, entered, enforced, enacted, issued enacted or deemed applicable to the Merger by any a Governmental Body which directly having authority over Parent, Acquisition Sub or indirectly prohibits, or the Company that makes illegal the consummation of the MergerMerger illegal; provided, however, that no Party shall be permitted prior to invoke invoking this Section 7.1 unless it 7.2, each party shall have taken all actions required under this Agreement used its commercially reasonable efforts to have any such injunction, order or Legal Requirement or other prohibition lifted.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Diedrich Coffee Inc), Agreement and Plan of Merger (Peets Coffee & Tea Inc), Agreement and Plan of Merger (Diedrich Coffee Inc)
No Restraints. There shall not have been issued by any court of competent jurisdiction and or remain in effect any temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the Merger, nor shall any action have been taken, or any Legal Requirement or order promulgated, entered, enforced, enacted, issued or deemed applicable to the Merger by any Governmental Body which directly or indirectly prohibits, or makes illegal the consummation of the Merger; provided, however, that no Party shall be permitted to invoke this Section 7.1 unless it shall have taken all actions required under this Agreement to have any such order lifted.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Ambit Biosciences Corp), Agreement and Plan of Merger (Trius Therapeutics Inc), Agreement and Plan of Merger (Cubist Pharmaceuticals Inc)
No Restraints. There shall not have been issued by any court of competent jurisdiction and remain in effect any temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the Merger, nor shall any Legal Requirement Law or order promulgated, entered, enforced, enacted, issued or deemed applicable to the Merger by any Governmental Body Entity which directly or indirectly prohibits, or makes illegal the consummation of the Merger; provided, however, that no Party shall be permitted to invoke this Section 7.1 unless it shall have taken all any actions required under this Agreement to have any such order lifted.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ikanos Communications, Inc.), Agreement and Plan of Merger (Ikanos Communications, Inc.)
No Restraints. There shall not have been issued by any court of competent jurisdiction and remain in effect any temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the Merger, nor shall any Legal Requirement or order promulgated, entered, enforced, enacted, issued or deemed applicable to the Merger by any Governmental Body which directly or indirectly prohibits, or makes illegal the consummation of the Merger; provided, however, that no Party shall be permitted to invoke this Section 7.1 unless it shall have taken complied in all actions required material respects with its obligations under Section 6.2 of this Agreement to have any such order lifted.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Enel Green Power North America, Inc.), Agreement and Plan of Merger (Enernoc Inc)
No Restraints. There shall not have been issued by any court of competent jurisdiction and remain in effect any judgment, temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the Merger, nor shall any Legal Requirement Requirement, judgment or order promulgated, entered, enforced, enacted, issued or deemed applicable to the Merger by any Governmental Body which directly or indirectly prohibits, or makes illegal the consummation of the Merger; provided, however, that no Party shall be permitted to invoke this Section 7.1 unless it shall have taken all actions required under this Agreement to have any such order lifted.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Merck & Co., Inc.), Agreement and Plan of Merger (Immune Design Corp.)
No Restraints. There shall not have been issued by any court of competent jurisdiction and remain in effect any temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the Merger, nor shall any Legal Requirement or order promulgated, entered, enforced, enacted, issued or deemed applicable to the Merger by any Governmental Body which directly or indirectly prohibits, or makes illegal the consummation of the Merger; provided, however, that no Party shall be permitted to invoke this Section 7.1 unless it shall have taken all actions required under this Agreement to have any such order lifted.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Albireo Pharma, Inc.), Agreement and Plan of Merger (Translate Bio, Inc.)
No Restraints. There shall not have been issued by any court of competent jurisdiction and remain in effect any No temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the MergerMerger shall have been issued by any court of competent jurisdiction or any other Governmental Body and shall remain in effect, nor and there shall not be any Legal Requirement or order promulgated, entered, enforced, Law enacted, issued adopted or deemed applicable to the Merger by any Governmental Body which directly or indirectly prohibits, or that makes illegal the consummation of the MergerMerger illegal; provided, however, that no Party shall be permitted that, prior to invoke invoking this condition, each party agrees to comply with Section 7.1 unless it shall have taken all actions required under this Agreement 5.3, and with respect to other matters not covered by Section 5.3, to use its Reasonable Efforts to have any such order liftedor injunction lifted or vacated.
Appears in 1 contract
No Restraints. There shall not have been issued by any court of competent jurisdiction and remain in effect any temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the Merger, nor shall any Legal Requirement or order Order have been promulgated, entered, enforced, enacted, issued or deemed applicable to the Merger by any Governmental Body which directly or indirectly prohibits, or makes illegal the consummation of the Merger; provided, however, that no Party shall be permitted to invoke this Section 7.1 unless it shall have taken all actions required under this Agreement to have any such order Order lifted.
Appears in 1 contract
Samples: Agreement and Plan of Merger (ConvergeOne Holdings, Inc.)
No Restraints. There shall not have been issued by any court of competent jurisdiction and remain in effect any temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the Merger, nor shall any Legal Requirement or order promulgated, entered, enforced, enacted, issued or deemed applicable to the Merger by any Governmental Body which directly or indirectly prohibits, or makes illegal the consummation of the Merger; provided, however, that no Party shall be permitted to invoke this Section 7.1 unless it shall have taken all actions required under this Agreement to have any such order lifted.
Appears in 1 contract
No Restraints. There shall not have been issued by any court of competent jurisdiction Governmental Entity and remain in effect any judgment, temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the Merger, nor shall have there been any Legal Requirement Law or order promulgated, entered, enforced, enacted, issued or deemed applicable to the Merger by any Governmental Body Entity which directly or indirectly prohibits, or makes illegal the consummation of the Merger; provided, however, that no Party shall be permitted to invoke this Section 7.1 unless it shall have taken all actions required under this Agreement to have any such order lifted.
Appears in 1 contract
No Restraints. There shall not have been issued by any court of competent jurisdiction and or remain in effect any temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the Merger, nor shall any action have been taken, or any Legal Requirement or order promulgated, entered, enforced, enacted, issued or deemed applicable to the Merger by any Governmental Body which directly or indirectly prohibits, or makes illegal the consummation of the Merger; provided, however, that no Party shall be permitted to invoke this Section 7.1 unless it shall have taken all any actions required under this Agreement to have any such order lifted.
Appears in 1 contract
No Restraints. There shall not have been issued by any court of competent jurisdiction and remain in effect any temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the Merger, nor shall there be any Legal Requirement or order promulgated, entered, enforced, enacted, issued or deemed applicable to the Merger by any Governmental Body which directly or indirectly prohibits, or makes illegal the consummation of the Merger; provided, however, that no Party shall be permitted to invoke this Section 7.1 unless it shall have taken all actions required under this Agreement to have any such order lifted.
Appears in 1 contract
