Common use of Court Proceedings Clause in Contracts

Court Proceedings. No action or claim shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement or any Ancillary Agreement, (B) cause any of the transactions contemplated by this Agreement or any Ancillary Agreement to be rescinded following consummation thereof or (C) affect adversely the right or powers of Parent to own, operate or control the Company, and no such injunction, judgment, order, decree, ruling or charge shall be in effect.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Tessera Technologies Inc), Agreement and Plan of Merger (Guitar Center Inc), Agreement and Plan of Merger (Tessera Technologies Inc)

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Court Proceedings. No action or claim shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (Ai) prevent consummation of any of the transactions contemplated by this Agreement or any Ancillary Agreement, (Bii) cause any of the transactions contemplated by this Agreement or any Ancillary Agreement to be rescinded following consummation thereof or (Ciii) affect adversely the right or powers of Parent to own, operate or control the Company, and no such injunction, judgment, order, decree, ruling or charge shall be in effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Caprius Inc), Agreement and Plan of Merger (Vintage Capital Group, LLC)

Court Proceedings. No action or claim brought by any Governmental Entity shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement or any Ancillary Agreement, (B) cause any of the transactions contemplated by this Agreement or any Ancillary Agreement to be rescinded following consummation thereof or thereof, (C) affect adversely the right or powers of Parent to own, operate or control the Company, and no such injunction, judgment, order, decree, ruling or charge shall be in effecteffect or (D) cause a Company Material Adverse Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Electronics for Imaging Inc), Agreement and Plan of Merger (T/R Systems Inc)

Court Proceedings. No action or claim shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (Aa) prevent consummation of any of the transactions contemplated by this Agreement or any Ancillary Agreement, (Bb) cause any of the transactions contemplated by this Agreement or any Ancillary Agreement to be rescinded following consummation thereof or (Cc) affect adversely the right or powers of Parent to own, operate or control the Company, and no such injunction, judgment, order, decree, ruling or charge shall be in effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Digital Generation Systems Inc)

Court Proceedings. No action or claim shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement or any Ancillary Agreement, (B) cause any of the transactions contemplated by this Agreement or any Ancillary Agreement to be rescinded following consummation thereof or (C) materially adversely affect adversely the right or powers of Parent to own, operate or control the Company, and no such injunction, judgment, order, decree, ruling or charge shall be in effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Intuitive Surgical Inc)

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Court Proceedings. No action Action or claim Proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction Governmental Authority or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement or any Ancillary Agreement, (B) cause any of the transactions contemplated by this Agreement or any Ancillary Agreement to be rescinded following the consummation thereof or (C) affect adversely have a material adverse effect on the right or powers of Parent the Purchaser to own, operate or control the CompanyPurchased Assets, and no such injunction, judgment, order, decree, ruling or charge shall be in effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Commtouch Software LTD)

Court Proceedings. No action or claim Litigation shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (Aa) prevent consummation of any of the transactions contemplated by this Agreement or any Ancillary Agreement, ; (Bb) cause any of the transactions contemplated by this Agreement or any Ancillary Agreement to be rescinded following consummation thereof thereof; or (Cc) affect adversely the right or powers of Parent to own, operate or control Target or the CompanySurviving Corporation, and no such injunction, judgment, order, decree, ruling or charge shall be in effect.

Appears in 1 contract

Samples: Escrow Agreement (Tri-Isthmus Group, Inc.)

Court Proceedings. No action or claim shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement or any Ancillary Agreement, (B) cause any of the transactions contemplated by this Agreement or any Ancillary Agreement to be rescinded following consummation thereof or (C) affect adversely the right or powers of Parent Purchaser to own, operate or control either of the CompanyAcquired Companies, and no such injunction, judgment, order, decree, ruling or charge shall be in effect.

Appears in 1 contract

Samples: Share Purchase Agreement (Tessera Technologies Inc)

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