No Governmental or Other Proceeding Clause Samples

No Governmental or Other Proceeding. There shall not exist any statute, rule, regulation, executive or other order, judgment, injunction, stay or decree that restrains or prohibits the Company from consummating the transactions contemplated hereby, and there shall be no litigation or administrative or regulatory proceeding pending or threatened which, in the reasonable judgment of the Company, is likely to restrain, prohibit or result in the imposition of materially adverse conditions on the ability of the Company to consummate any of such transactions.

No Governmental or Other Proceeding. Nothing shall restrain or prohibit the transactions contemplated hereby, and no suit, action, investigation, inquiry, or governmental or other proceeding, legal or administrative, shall have been instituted or threatened questioning the validity, legality, or enforceability of this Agreement, or the transactions contemplated hereby.

No Governmental or Other Proceeding. There shall not exist any statute, rule, regulation, executive or other order, judgment, injunction, stay or decree that restrains or prohibits the applicable Investor from consummating the transactions contemplated hereby, and there shall be no litigation or administrative or regulatory proceeding pending or threatened which, in the reasonable judgment of the applicable Investor, is likely to restrain, prohibit or result in the imposition of materially adverse conditions on the ability of the such Investor to consummate any of such transactions.

No Governmental or Other Proceeding. No order of any court or ------------------------------------ administrative agency shall be in effect which restrains or prohibits any transaction contemplated hereby or which would limit or otherwise affect in any material respect the Merger.

No Governmental or Other Proceeding. No Order of any Governmental Authority shall be in effect that restrains or prohibits any transaction contemplated hereby. No Law or Order shall be enacted, entered, enforced or deemed applicable to the Exchange or the other transactions contemplated hereby which makes the consummation of the Exchange or the other transactions contemplated hereby illegal.

No Governmental or Other Proceeding. OR LITIGATION ------------------------------------------------- No order of any Governmental Authority shall be in effect that restrains or prohibits any transaction contemplated by this Agreement or that would limit or affect ICC's ownership or operation of the business of the Company; no suit, action, investigation, inquiry or proceeding by any Governmental Authority shall be pending or threatened against ICC, the Company or any Seller that challenges the validity or legality, or that seeks to restrain the consummation, of the transactions contemplated by this Agreement or that seeks to limit or otherwise affect ICC's right to own or operate the business of the Company.

No Governmental or Other Proceeding. No order of any court or administrative agency shall be in effect which restrains or prohibits any transaction contemplated hereby or which would limit or otherwise affect in a material respect the Buyer's ownership of the Buyer Stock; no suit, action, or proceeding by any governmental body or other person or entity, or investigation or inquiry by any governmental body, shall be pending or, in the case of a governmental body, threatened, which challenges the validity or legality, or seeks to restrain the consummation, of any transaction contemplated hereby or which seeks to limit or otherwise affect the Buyer's ownership of the Buyer Stock; and no written advice shall have been received by the Buyer, the Company or their respective counsel from any governmental body, and remain in effect, stating that an action or proceeding will, if the issuance of the Buyer Stock is consummated or sought to be consummated, be filed seeking to invalidate or restrain the issuance of the Buyer Stock or limit or otherwise affect the Buyer's ownership of the Buyer Stock.

No Governmental or Other Proceeding. No action, order, injunction or decree of any court, administrative body or arbitration tribunal shall be in effect on the Closing Date, which seeks to enjoin, restrain, prohibit or make illegal the consummation of any of the transactions contemplated under this Agreement or which could reasonably be expected to otherwise result in a Material Adverse Effect, and there shall not be pending or threatened on the Closing Date, any action or proceeding in, before or by any court, administrative body or arbitration tribunal which could reasonably be expected to result in the issuance of any such action, order, injunction or decree which could enjoin, restrain, prohibit or make illegal the consummation of any of the transactions contemplated under this Agreement or which could reasonably be expected to otherwise result in a Material Adverse Effect.

No Governmental or Other Proceeding. No order of any Governmental Authority shall be in effect that restrains or prohibits any transaction contemplated hereby or that would limit or affect TKOG's or Buyer's ownership or operation of the business of the Company; no suit, action, investigation, inquiry or proceeding by any Governmental Authority shall be pending or threatened against TKOG, Buyer or the Company or any director or officer of any thereof, as such, that challenges the validity or legality, or that seeks to restrain the consummation, of the transactions contemplated hereby or that seeks to limit or otherwise affect TKOG's or Buyer's right to own or operate the business of the Company; and no written advice shall have been received by TKOG, Buyer or the Company or by any of their respective counsel from any Governmental Authority, and remain in effect, stating that an action or proceeding will, if the Merger is consummated or sought to be consummated, be filed seeking to invalidate or restrain the Merger or limit or otherwise affect TKOG's or Buyer's ownership or operation of the business of the Company.