Common use of Governmental Actions Clause in Contracts

Governmental Actions. There shall not have been instituted, pending or threatened any action or proceeding (or any investigation or other inquiry that might result in such an action or proceeding) by any governmental authority or administrative agency before any governmental authority, administrative agency or court of competent jurisdiction, domestic or foreign, nor shall there be in effect any judgment, decree or order of any governmental authority, administrative agency or court of competent jurisdiction, or any other legal restraint (i) preventing or seeking to prevent consummation of the Merger, (ii) prohibiting or seeking to prohibit or limiting or seeking to limit Parent from exercising all material rights and privileges pertaining to its ownership of the Surviving Corporation or the ownership or operation by Parent or any of its Subsidiaries of all or a material portion of the business or assets of Parent or any of its Subsidiaries (including the Surviving Corporation or any of its Subsidiaries), or (iii) compelling or seeking to compel Parent or any of its Subsidiaries to dispose of or hold separate all or any material portion of the business or assets of Parent or any of its Subsidiaries (including the Surviving Corporation and its Subsidiaries), as a result of the Merger or the transactions contemplated by this Agreement;

Governmental Actions. There shall not have been instituted, pending or threatened any action or proceeding (or any investigation or other inquiry that might is reasonably likely to result in such an action or proceeding) by any governmental authority or administrative agency before any governmental authority, administrative agency or court of competent jurisdiction, domestic United States or foreignnon-United States, that is reasonably likely to result in an order, nor shall there be in effect any judgment, decree or order of any governmental authority, administrative agency or court of competent jurisdiction, or any other legal restraint (i) preventing or seeking to prevent consummation of the Merger, Merger or (ii) as a condition to the obligations of Parent and Merger Sub, prohibiting or seeking to prohibit prohibit, or limiting or seeking to limit limit, Parent from exercising all material rights and privileges pertaining to its equity ownership of the Surviving Corporation or the ownership or operation by Parent or any of its Subsidiaries of all or a material portion of the business or assets of Parent or any of its Subsidiaries (including in the Surviving Corporation or any investor in Parent from owning and exercising all material rights and privileges pertaining to its ownership of its Subsidiaries)interest therein or the ownership in Parent, or (iii) compelling or seeking to compel Parent or any of its Subsidiaries to dispose of or hold separate all or any material portion of the business or assets of Parent or any of its Subsidiaries (including the Surviving Corporation and its SubsidiariesCorporation), as a result of the Merger or the transactions contemplated by this Agreement;

Governmental Actions. There shall not have been instituted, pending or threatened any action or proceeding (or any investigation or other inquiry that might result in such an action or proceeding) by any governmental authority or administrative agency before any governmental authority, administrative agency or court of competent jurisdiction, domestic or foreign, nor shall there be in effect any judgment, decree or order of any governmental authority, administrative agency or court of competent jurisdiction, or any other legal restraint (i) preventing or seeking to prevent consummation of the Merger, (ii) prohibiting or seeking to prohibit or limiting or seeking to limit limit, Parent (which for the purposes of this Section 6.01(e) shall also be deemed to refer to New Tyco) from exercising all material rights and privileges pertaining to its ownership of the Surviving Corporation or the ownership or operation by Parent or any of its Subsidiaries subsidiaries of all or a material portion of the business or assets of Parent or any of its Subsidiaries (including the Surviving Corporation or any of its Subsidiaries)subsidiaries, or (iii) compelling or seeking to compel Parent or any of its Subsidiaries subsidiaries to dispose of or hold separate all or any material portion of the business or assets of Parent or any of its Subsidiaries subsidiaries (including the Surviving Corporation and its Subsidiariessubsidiaries), as a result of the Merger or the transactions contemplated by this Agreement;

Governmental Actions. There shall not have been instituted, pending or threatened any action or proceeding (or any investigation or other inquiry that might result in such an action or proceeding) by any governmental authority or administrative agency before any governmental authority, administrative agency or court of competent jurisdiction, domestic or foreign, nor shall there be in effect any judgment, decree or order of any governmental authority, administrative agency or court of competent jurisdiction, or any other legal restraint (i) preventing or seeking to prevent consummation of the Merger, (ii) prohibiting or seeking to prohibit or limiting or seeking to limit limit, Parent from exercising all material rights and privileges pertaining to its ownership of the Surviving Corporation or the ownership or operation by Parent or any of its Subsidiaries subsidiaries of all or a material portion of the business or assets of Parent or any of its Subsidiaries (including the Surviving Corporation or any of its Subsidiaries)subsidiaries, or (iii) compelling or seeking to compel Parent or any of its Subsidiaries subsidiaries to dispose of or hold separate all or any material portion of the business or assets of Parent or any of its Subsidiaries subsidiaries (including the Surviving Corporation and its Subsidiariessubsidiaries), as a result of the Merger or the transactions contemplated by this Agreement; provided that for purposes of this Section 6.01(d) (but not for any other purpose of this Agreement or otherwise), a line of business of the Surviving Corporation and its subsidiaries which accounts for no more than 10% of the total revenues of the Surviving Corporation and its subsidiaries taken as a whole (in the case of (ii) above), or a line of business of Parent which accounts for no more than 10% of the total revenues of Parent's Disposable and Specialty Products Group (in the case of (iii) above) shall not be deemed material;

Governmental Actions. There shall not have been instituted, pending or threatened any action or proceeding (or any investigation or other inquiry that might could reasonably be expected to result in such an action or proceeding) by any governmental authority Governmental Entity or administrative agency before any governmental authorityGovernmental Entity, administrative agency or court of competent jurisdiction, domestic or foreign, nor shall there be in effect any judgment, decree decree, preliminary or permanent injunction, temporary restraining order, or other order of any governmental authorityGovernmental Entity, administrative agency or court of competent jurisdiction, or any other legal restraint in either case, (i) preventing or seeking to prevent consummation of the Mergerprohibit, (ii) prohibiting limit or seeking to prohibit or limiting or seeking to limit Parent restrict EAST from exercising all material rights and privileges pertaining to its ownership of the Surviving Corporation or the ownership or operation by Parent EAST or any of its Subsidiaries subsidiaries of all or a material portion of the business or assets of Parent EAST or any of its Subsidiaries subsidiaries, or (including ii) seeking to prohibit, limit or restrict EAST's conduct or operation of the Surviving Corporation or any business of WEST and its Subsidiaries)subsidiaries following the Merger, or (iii) compelling or seeking to compel Parent EAST or any of its Subsidiaries subsidiaries to dispose of or hold separate all or any material portion of the business or assets of Parent EAST, WEST or any of its Subsidiaries (including the Surviving Corporation and its Subsidiaries)their respective subsidiaries, as a result of the Merger or the transactions contemplated by this Agreement;

Governmental Actions. There shall not have been instituted, pending or threatened any action or proceeding (or any investigation or other inquiry that might is reasonably likely to result in such an action or proceeding) by any governmental authority or administrative 38 agency before any governmental authority, administrative agency or court of competent jurisdiction, domestic United States or foreignnon-United States, that is reasonably likely to result in an order, nor shall there be in effect any judgment, decree or order of any governmental authority, administrative agency or court of competent jurisdiction, or any other legal restraint (i) preventing or seeking to prevent consummation of the Merger, Merger or (ii) as a condition to the obligations of Parent and Merger Sub, prohibiting or seeking to prohibit prohibit, or limiting or seeking to limit limit, Parent from exercising all material rights and privileges pertaining to its ownership of the Surviving Corporation or any investor in Parent from owning and exercising all material rights and privileges pertaining to its ownership of its interest therein or the ownership or operation by Parent or any of its Subsidiaries subsidiaries of all or a material portion of the business or assets of Parent or any of its Subsidiaries (including the Surviving Corporation or any of and its Subsidiaries)subsidiaries, or (iii) compelling or seeking to compel Parent or any of its Subsidiaries subsidiaries to dispose of or hold separate all or any material portion of the business or assets of Parent or any of its Subsidiaries subsidiaries (including the Surviving Corporation and its Subsidiariessubsidiaries), as a result of the Merger or the transactions contemplated by this Agreement;; and

Governmental Actions. There shall not have been instituted, pending or threatened any action or proceeding (or any investigation or other inquiry that might is reasonably likely to result in such an action or proceeding) by any governmental authority or administrative agency before any governmental authority, administrative agency or court of competent jurisdiction, domestic United States or foreignnon-United States, that is reasonably likely to result in an order, nor shall there be in effect any judgment, decree or order of any governmental authority, administrative agency or court of competent jurisdiction, or any other legal restraint (i) preventing or seeking to prevent consummation of the Merger, Merger or (ii) as a condition to the obligations of Parent and Merger Sub, prohibiting or seeking to prohibit prohibit, or limiting or seeking to limit limit, Parent from exercising all material rights and privileges pertaining to its ownership of the Surviving Corporation or any investor in Parent from owning and exercising all material rights and privileges pertaining to its ownership of its interest therein or the ownership or operation by Parent or any of its Subsidiaries subsidiaries of all or a material portion of the business or assets of Parent or any of its Subsidiaries (including the Surviving Corporation or any of and its Subsidiaries)subsidiaries, or (iii) compelling or seeking to compel Parent or any of its Subsidiaries subsidiaries to dispose of or hold separate all or any material portion of the business or assets of Parent or any of its Subsidiaries subsidiaries (including the Surviving Corporation and its Subsidiariessubsidiaries), as a result of the Merger or the transactions contemplated by this Agreement;; and