Laws and Orders Clause Samples

Laws and Orders. No Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits consummation of the Merger, the Weblink Prearranged Plan, the Metrocall Prearranged Plan or the other transactions contemplated by this Agreement (collectively, an "ORDER"), and no Governmental Entity shall have instituted any proceeding or threatened to institute any proceeding seeking any such Order.

Laws and Orders. No Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits consummation of the Merger or the other transactions contemplated by this Agreement or that is, individually or in the aggregate with all other such Laws, reasonably likely to have a Material Adverse Effect on SBC or the Company (collectively, an "Order"), and none of the Department of Justice, the Federal Trade Commission, the FCC or the DPUC shall have instituted any proceeding or threatened in writing or publicly announced its intention to institute any proceeding seeking any such Order.

Laws and Orders. No Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits the consummation of the Merger or the other transactions contemplated by this Agreement and that, individually or in the aggregate with all other such Laws, is reasonably likely to have a Material Adverse Effect on BP Amoco or ARCO or that would materially impair the ability of BP Amoco to consummate the Merger (collectively, an "Order"). The enactment, issuance, promulgation, enforcement or execution by any Governmental Entity of any Order with respect to a Governmental Consent shall not result in a failure of the conditions set forth in this Section 4.1.3 if such Order imposes on BP Amoco or ARCO or their respective Subsidiaries conditions, terms or restrictions with respect to or upon the consummation of the Merger and such conditions, terms or restrictions, if contained solely in a Governmental Consent, would not result in the failure of the condition set forth in Section 4.1.2.

Laws and Orders. No Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits the consummation of the Merger, or that would materially frustrate the express intent and purposes of this Agreement (collectively, "Order") and no Governmental Entity of competent jurisdiction has instituted a proceeding that would, individually or in the aggregate, have a Material Adverse Effect on Parent, the Company and their respective Subsidiaries, taken as a whole after giving effect to the Merger.

Laws and Orders. (i) There shall be no Law, statute, rule or regulation that has been enacted or promulgated by any Governmental Entity of competent jurisdiction (in a jurisdiction material to the business of the Company or Parent) which prohibits or makes illegal the consummation of the Merger and the other Transactions; and (ii) there shall be no Order or injunction of a court or Governmental Entity of competent jurisdiction (in a jurisdiction material to the business of the Company or Parent) in effect preventing the consummation of the Merger and the other Transactions in any material respect or imposing a Non-Required Remedy.

Laws and Orders. No Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits the consummation or performance of, or materially adversely affects, the DLC Transactions (collectively, an "Order"), and no Governmental Entity shall have instituted or threatened any proceeding challenging the DLC Transactions or seeking any such Order or taken any action or decision to revoke or materially amend any consent, clearance or approval of the combination of P&O Princess and Carnival.

Laws and Orders. No Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits consummation of the Merger or prohibits consummation of the Merger under applicable Competition Laws (collectively, an "Order") and neither the United States federal government (or any agency, commission, department or similar entity of the United States federal government), the European Community (or any agency, commission, department or similar entity of the European Community) nor the government (or any agency, commission, or department or similar entity of such government) of any jurisdiction in which Parent and the Company had, on a combined basis, revenues of $100 million or more in the twelve months ending June 30, 1999 shall have instituted and be pursuing any proceeding seeking any such Order.

Laws and Orders. Except as set forth in Section 4.10(a) of the Seller Disclosure Schedule, Sellers (including their business and assets including the Business, the Acquired Assets and the Assumed Liabilities) are and have been in compliance with all applicable Laws and Orders. Except as set forth in Section 4.10(a) of the Seller Disclosure Schedule, Sellers have not received notice of any violation or alleged violation of any Laws or Orders. All reports, filings and returns required to be filed by or on behalf of Sellers with any Governmental Entity have been filed and, when filed, to the knowledge of Sellers, were substantially correct and complete. Without limiting the foregoing:

Laws and Orders. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the Contemplated Transactions. All Authorizations of the PRC Governmental Authorities, if any, that are required to be obtained by any Party prior to the Closing pursuant to applicable Laws (not including, for the avoidance of doubt, the ODI Approvals) shall have been duly obtained.