Laws or Orders Clause Samples

Laws or Orders. No Governmental Entity of competent jurisdiction shall have enacted, enforced, entered, issued or promulgated any Order or Law that is in effect and has the effect of (i) making the Transactions illegal or otherwise prohibiting consummation of the Transactions or (ii) causing the Transactions to be rescinded following their consummation. 6.2 Conditions to Obligation of Parent, DK HoldCo, Merger Sub and Merger Sub I. The respective obligations of Parent, DK HoldCo, Merger Sub I and Merger Sub II to consummate the (i) Each of the representations and warranties set forth in Section 3.1 (Organization, Good Standing and Qualification), Section 3.3 (Authority; Approval), Section 3.6(d) (Absence of Certain Changes) and Section 3.12 (Takeover Statutes) shall be true and correct in all respects as of the date of this Agreement and as of the Closing as though made on and as of such date and time (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date); (ii) Each of the representations and warranties set forth in Section 3.2(a) Section 3.2(b), Section 3.2(e), Section 3.2(f), Section 3.2(g), and Section 3.2(i) (Capital Structure) shall be true and correct (without giving effect to any qualifications or limitations as to de minimis) in all but de minimis respects as of the date of this Agreement and as of the Closing as though made on and as of such date and time (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct in all but de minimis respects as of such earlier date (without giving effect to any qualifications or limitations as to de minimis)); (iii) Each of the representations and warranties set forth in Section 3.2(c), Section 3.2(d), Section 3.2(h) and Section 3.2(j) (Capital Structure), Section 3.4(b)(i) (No Violations of Organizational Documents) and Section 3.23 (Brokers and Finders) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing as though made on and as of such date and time (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date); and (iv) Each of the re...

Laws or Orders. (i) No Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law or order (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, makes illegal or otherwise prohibits the consummation of the transactions contemplated hereunder, and (ii) no Governmental Authority of competent jurisdiction shall have instituted any proceeding (which remains pending at what would otherwise be the Closing) seeking to temporarily or permanently enjoin, restrain or otherwise prohibit consummation of the transactions contemplated hereunder.

Laws or Orders. Subject to Section 7.1(b) of the Company Disclosure Schedule, no court or other Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered after the date of this Agreement any Law (whether temporary, preliminary or permanent) (collectively, an “Order”) that is in effect and that restrains, enjoins, renders illegal or otherwise prohibits consummation of the Merger.

Laws or Orders. (i) No court or other Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any injunction (whether temporary, preliminary or permanent) that is in effect and enjoins, makes illegal or otherwise prohibits consummation of the Merger (collectively, an “Order”) and (ii) no Governmental Antitrust Entity having rate making authority over Union Gas Limited and Enbridge Gas Distribution Inc. and their respective natural gas businesses shall have commenced and not withdrawn, or have had the staff of such Governmental Antitrust Entity formally recommend in writing the commencement of (which recommendation has not been withdrawn), and pursue (which pursuit is ongoing), any proceeding before a court or Governmental Entity relating to the Merger or the other transactions contemplated by this Agreement that could subject any of Parent, the Company, their respective subsidiaries or any of their directors, officers or employees to criminal or quasi-criminal penalties or monetary sanctions, which in the case of monetary sanctions are material to the Person subject thereto.

Laws or Orders. No court or other Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) (collectively, an “Order”) that is in effect that enjoins or otherwise prohibits consummation of the Merger or the other transactions contemplated by this Agreement, and the DOJ shall not have notified the Company of its determination that the Merger or the other transactions contemplated by this Agreement has the effect of circumventing or frustrating the enforcement purposes of the DOJ Agreement.