Legal Prohibition definition

Legal Prohibition means any final, permanent Legal Requirement that is in effect and that prevents or prohibits consummation of the Offer, the Merger or any of the other material transactions contemplated in this Agreement or limits or would limit Parent's activity in connection with its ownership, operation or control of the Surviving Corporation (including any hold separate order).
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Legal Prohibition means any final, permanent Legal Requirement that is in effect and that prevents or prohibits consummation of the Transactions.
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Legal Prohibition is defined in Section 9.1(b)(ii).
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Examples of Legal Prohibition in a sentence

  • In any event, the No Legal Prohibition Condition is a nonwaivable condition to our offer.

  • No Legal Prohibition shall have been enacted and be in effect; provided, however, that each of the Parties shall use their commercially reasonable efforts to prevent any such Legal Prohibition and to cause any such Legal Prohibition to be vacated or otherwise rendered of no effect, and to take such other actions as are consistent therewith to the extent necessary to remove the Legal Prohibition.

  • We will not be obligated to purchase any shares pursuant to our Offer if a preliminary or permanent injunction, decree or order has been entered by any governmental authority, or another legal restraint or prohibition is in effect, which enjoins, restrains or prohibits our Offer (the “No Legal Prohibition Condition”).

  • In any event, the No Legal Prohibition Condition is a nonwaivable condition to our Offer.

  • The General Partner, the Employer and the Apax Group shall have the right, but not the obligation, in its sole discretion, to exercise the Call Option during the thirty (30) day period following the lapse of any Legal Prohibition, but in any event not later than three (3) years after the exercise of the Call Option; provided, that such right shall terminate immediately prior to a Change of Control.

  • No order or injunction shall have been issued by a court of competent jurisdiction and shall be continuing that prohibits the consummation of the Merger, and no Legal Prohibition shall have been enacted since the date of this Agreement and shall remain in effect.

  • NO LEGAL PROHIBITION CONDITION Southside will not be obligated to close this Offer if a preliminary or permanent injunction, decree or order has been entered by any governmental authority, or another legal restraint or prohibition is in effect, which enjoins, restrains or prohibits this Offer (the "No Legal Prohibition Condition").

  • Legal Prohibition (a) Any waiting period under the HSR Act or any foreign competition laws or regulations applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated.

  • If the Offer is consummated, assuming the continued satisfaction of the No Legal Prohibition Condition (as defined below), Amgen intends, as promptly as practicable, to cause Purchaser to consummate the Merger.

  • No Legal Prohibition shall have been enacted and be in effect, provided, however, that each of the parties shall use their reasonable best efforts to prevent any such Legal Prohibition and to cause any such Legal Prohibition to be vacated or otherwise rendered of no effect, and to take such other actions as are consistent therewith to the extent necessary to remove the Legal Prohibition.


More Definitions of Legal Prohibition

Legal Prohibition means any law, statute, rule, regulation or judicial or administrative decision which would prohibit a holder of Series B Preferred Stock from owning such number of shares of Common Stock which such holder would receive upon converting the Series B Preferred Stock or which would require the Corporation to dispose of any assets or terminate any business activity as a result of a holder of the Series B Preferred Stock owning such number of shares of Common Stock which such holder would receive upon converting the Series B Preferred Stock.
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Legal Prohibition means any statute, rule, regulation, executive order, decree, judgment, injunction or other order (whether temporary, preliminary or permanent) enacted, issued, promulgated, enforced or entered by any Governmental Authority (including any federal or state court of competent jurisdiction), in any case that is in effect and that prevents or prohibits consummation of the Merger or any of the other material transactions contemplated in this Agreement.
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Related to Legal Prohibition

  • Legal Proceeding means any action, suit, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), hearing, inquiry, audit, examination or investigation commenced, brought, conducted or heard by or before, or otherwise involving, any court or other Governmental Body or any arbitrator or arbitration panel.

  • Legal Process means an information disclosure request made under law, governmental regulation, court order, subpoena, warrant, or other valid legal authority, legal procedure, or similar process.

  • Competition Laws means any federal, state, foreign, multinational or supranational antitrust, competition or trade regulation statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other laws that are designed or intended to prohibit, restrict or regulate actions or transactions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition or effectuating foreign investment.

  • Restrictive Covenants means the restrictive covenants contained in Section 12(c) hereof.

  • Bribery means the act of unduly offering, giving, receiving or soliciting anything of value to influence the process of procuring goods or services, selecting consultants, or executing contracts.

  • Government assistance means a grant, loan, or tax increment financing that result in a financial benefit from an agency, commission, instrumentality, or other entity of the District government.

  • Legal Proceedings means any judicial, administrative or arbitral actions, suits, proceedings (public or private) or governmental proceedings.

  • Illegal Activity means the wilful possession of an illegal drug, dangerous object, or stolen item.

  • Competition Law means any Law that is designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or lessening of competition through merger or acquisition or restraint of trade.

  • Host Government means a Government with which UNICEF has a programme of development cooperation, and includes a Government of a country in which UNICEF provides humanitarian assistance.

  • Lawsuit means any lawsuit, arbitration or other dispute resolution filed by either party herein pertaining to any of this Warrant, the Facility Agreement and the Registration Rights Agreement.

  • Restraint means the use of physical force or a mechanical device to significantly restrict the free movement of all or a portion of a student’s body.

  • Competition or “Competitions” means any competition comprised within the Event where the winner is awarded a prize. A Competition may be comprised of one or more qualification phase/sections, runs or heats, including official training sessions. In the FIS Rules, Competitions are sometimes also referred to as “races”.