No Governmental Proceedings Clause Samples
The "No Governmental Proceedings" clause prohibits either party from initiating or participating in legal or administrative actions against the other party before government agencies or courts, typically in relation to the subject matter of the agreement. In practice, this means that disputes must be resolved through the mechanisms specified in the contract, such as negotiation or arbitration, rather than by filing complaints with regulatory bodies or pursuing litigation. The core function of this clause is to prevent public legal disputes and encourage private resolution, thereby reducing the risk of reputational harm and maintaining confidentiality.
No Governmental Proceedings. No action or proceeding has been commenced or threatened by any governmental agency to restrain or prohibit or invalidate the Transaction.
No Governmental Proceedings. No action will have been taken, and no statute, rule or regulation will have been enacted, by any state or federal government agency that would render the consummation of the Merger illegal.
No Governmental Proceedings. No governmental action or proceeding shall have been instituted or be threatened at the Closing Date by or before a court or other governmental body, agency or authority to restrain or prohibit the transactions contemplated by this Agreement.
No Governmental Proceedings. No action or proceeding shall have been instituted before a court or other governmental body by any governmental agency or public authority to restrain or prohibit the transactions set forth in this Agreement.
No Governmental Proceedings. No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted before any governmental entity and shall be pending.
No Governmental Proceedings. There shall not be any (i) pending suit, action or proceeding initiated by any Governmental Entity of competent jurisdiction challenging or seeking to restrain or prohibit the consummation of the Scheme of Arrangement or any of the other transactions contemplated by this Agreement or (ii) pending suit, action, or proceeding initiated by any Governmental Entity of competent jurisdiction seeking to require Acquiror or the Company or any of their Subsidiaries or affiliates to effect any remedial measures that Acquiror is not required to accept pursuant to Section 5.7.
No Governmental Proceedings. There are no legal or governmental proceedings pending or, to the knowledge of the Company, threatened to which the Company is a party or to which any of the properties of the Company is subject that are required to be described in the Registration Statement or the Prospectus and are not so described or any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not described or filed as required.
No Governmental Proceedings. There shall not be pending or threatened any suit, action or proceeding by any Governmental Entity, (i) challenging the acquisition by Time Warner, Time Warner Canada, Sony or Sony Canada or any of their respective subsidiaries or affiliates of any Holdco Common Stock or CDnow Common Stock, seeking to restrain or prohibit the consummation of the Transactions or seeking to obtain from Time Warner, Time Warner Canada, Sony, Sony Canada, any Columbia House Entity or CDnow any damages that are material in relation to CDnow and the CDnow Subsidiaries taken as a whole, (ii) seeking to prohibit or limit the ownership or operation by Holdco, CDnow, any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates of any material portion of the business or assets of Holdco, CDnow, any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates, or to compel Holdco, CDnow, any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates to dispose of or hold separate any material portion of the business or assets of Holdco, CDnow, any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates, as a result of the Merger or any other Transaction, (iii) seeking to impose limitations on the ability of Holdco, Time Warner, Time Warner Canada, Sony or Sony Canada, or any of their respective subsidiaries or affiliates, to acquire or hold, or exercise full rights of ownership of, any equity interests in Holdco, CDnow, any Columbia House Entity or any of their respective subsidiaries, including limitations on the ability of Time Warner, Time Warner Canada, Sony or Sony Canada, or any of their respective subsidiaries or affiliates, to vote Holdco Common Stock or instruct the voting trustee as to voting the Voting Preferred Share on all matters properly presented to the stockholders of Holdco, or limitations on the ability of Holdco to vote CDnow Common Stock on all matters properly presented to the shareholders of CDnow, (iv) seeking to prohibit Time Warner or Sony or any of their respective subsidiaries or affiliates from effectively controlling in any material respect the business or operations of Holdco, CDnow, any Columbia House Entity, and their respective subsidiaries or affiliates or (v) which otherwise is reasonably likely to have a CDnow Material Adverse Effect; provided, however, that the provisions of this Section 9.02(b)...
No Governmental Proceedings. No action will have been taken, and no statute, rule or regulation will have been enacted, by any state or federal government agency that would render the consummation of the Exchange illegal.
No Governmental Proceedings. As regards Buyer, there will not exist any provision of applicable Laws nor any Judgment preventing completion of the transactions contemplated herein or in any Additional Agreement, questioning the legality or validity of such transactions or claiming damages resulting from such transactions, nor any pending or threatened proceeding in which any Person seeks or may take any such action. None of the Parties to this Agreement will have been notified of the firm and nonappealable intention of the applicable authority by which the consummation of this Agreement is prohibited.