Example ContractsClausesCorporate Proceedings
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Proceedings. There is no Proceeding pending or, to the Knowledge of the Seller, Threatened against Seller, which would affect the ability of Seller to consummate the sale of the Subject Securities or the other transactions contemplated by this Agreement or the Ancillary Agreements. Seller is not subject to any Order that relates to the Subject Securities or to the Business.

Awards to Corporate participants will be based on their Guideline Incentive (eligible salary multiplied by the applicable guideline percentage) multiplied by the Corporate Final Performance Index. The Corporate Final Performance Index shall be based on the consolidated financial performance of the Company including Graybar Corporate, districts, zones and all subsidiaries as determined from time to time in accordance with guidelines adopted by the Board.

Corporate Documents; Proceedings, etc. 7374

Legal Proceedings. No stockholder, holder of Securities Rights, Governmental Entity or other Person shall have notified any Party to this Agreement that it intends to commence any Action or Proceeding to restrain, challenge or prohibit the Merger or the transactions contemplated hereby or to force rescission thereof or demand damages in connection with the Merger or this Agreement, unless such stockholder, Securities Rights holder, Governmental Entity or other Person in writing shall have withdrawn such notice and abandoned any such Action or Proceeding prior to the time which otherwise would have been the Closing Date. SRSG shall give notice to BioSculpture of any such Action or Proceeding and any threat of such an Action or Proceeding promptly after SRSG obtains any Knowledge thereof.

There are no outstanding or pending preceding that has been commenced against or involving or any of its assets and, to the knowledge of and the , no matters of the foregoing nature are contemplated or threatened. None of or the have been charged with, and is not threatened with, or under any investigation with respect to, any allegation concerning any violation of any provision of any federal, provincial, local or foreign law, regulation, ordinance, order or administrative ruling, and is not in default with respect to any order, writ, injunction or decree of any Governmental Body.

No Proceedings. No party to this Amendment may, prior to the date which is two (2) years and one (1) day after the Final Payout Date, institute against, or join any other Person in instituting against, the SPV any proceeding of a type referred to in the definition of Event of Insolvency.

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Regulatory Proceedings. The Parties shall, and shall cause their Affiliates and each of their respective Representatives to, use reasonable best efforts to cooperate with each other in connection with the prompt withdrawal of any applications to, or termination of proceedings before, any Governmental Entity or under any applicable Law, in each case to the extent applicable and requested by a Party, in connection with the transactions contemplated by the SPA.

No Proceedings. There are no pending, and to Unum’s knowledge there are no threatened, actions, claims, demands, suits, proceedings, arbitrations, grievances, citations, summonses, subpoenas, inquiries or investigations of any nature, civil, criminal, regulatory or otherwise, in law or in equity, against Unum or any of its Affiliates or, to the knowledge of Unum, pending or threatened against any Third Party, in each case involving the Unum Background Technology, or relating to the transactions contemplated by this Agreement.

Legal Proceedings. Seller warrants that there is not and he is not aware of any action, suit, proceeding, claim, arbitration, or investigation by any Governmental Entities or other person # to which Company is or may be a party relating to the activities of the Company prior to the Closing Date, # threatened against or relating to Company or any of Company's assets or businesses, # challenging Company's right to execute, acknowledge, seal, deliver, perform under or consummate the transactions contemplated by this Agreement, or # asserting any rights with respect to any of the Control Shares, and there is no basis for any such action, suit, proceeding, claim, arbitration or investigation.

No Proceedings. There are no actions, suits, investigations or other proceedings pending, or to its knowledge threatened, against the Parent Support Provider or any of its properties, that if adversely determined (individually or in the aggregate), would reasonably be expected to have a Material Adverse Effect.

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