Common use of No Pending Action Clause in Contracts

No Pending Action. There shall not be instituted, pending or threatened any action, investigation or proceeding by any Government, and there shall not be instituted, pending or threatened any action or proceeding by any other person, domestic or foreign, before any Government, (A) challenging or seeking to make illegal, to delay materially or otherwise, directly or indirectly, to restrain or prohibit the consummation of the Merger, seeking to obtain material damages or imposing any material adverse conditions in connection therewith or otherwise, directly or indirectly relating to the transactions contemplated by the Merger, (B) seeking to restrain, prohibit or delay the exercise of full rights of ownership or operation by Parent or Acquisition Subsidiary or their Affiliates of all or any portion of the business or assets of the Company and its Subsidiaries or of Parent or Acquisition Subsidiary or any of their Affiliates, or to compel Parent or Acquisition Subsidiary or any of their Affiliates to dispose of or hold separate all or any material portion of the business or assets of the Company or any of its Subsidiaries or of Parent or Acquisition Subsidiary or any of their Affiliates, (C) seeking to impose or confirm material limitations on the ability of Parent or Acquisition Subsidiary or any of their Affiliates to exercise full rights of the ownership of the equity interests of the Company, including, without limitation, the right to vote the Shares of the Company acquired or owned by Parent or Acquisition Subsidiary or any of their Affiliates on all matters properly presented to the holders of such equity interests, (D) seeking to require divestiture by Parent or Acquisition Subsidiary or any of their Affiliates of the equity interests of the Company or any assets of the Company or any of its Subsidiaries, or (E) that would have a Company Material Adverse Effect.

No Pending Action. (i) There shall not be instituted, pending or threatened any action, investigation or proceeding by any GovernmentGovernment authority, and (ii) there shall not be instituted, pending or threatened any action or proceeding by any other personPerson, domestic or foreign, before any GovernmentGovernment authority which, in the case of (ii), is determined by Parent, acting reasonably, to have a substantial likelihood of being successful in (A) challenging or seeking to make illegal, to delay materially or otherwise, directly or indirectly, to restrain or prohibit the consummation of the Merger, seeking to obtain material damages or imposing any material adverse conditions in connection therewith or otherwise, directly or indirectly relating to the transactions contemplated by the Merger, (B) seeking to restrain, prohibit or delay the exercise of full rights of ownership or operation by Parent or Acquisition Subsidiary or their Affiliates of all or any portion of the business or assets of the Company and its Subsidiaries or of Parent or Acquisition Subsidiary or any of their Affiliates, or to compel Parent or Acquisition Subsidiary or any of their Affiliates to dispose of or hold separate all or any material portion of the business or assets of the Company or any of its Subsidiaries or of Parent or Acquisition Subsidiary or any of their Affiliates, (C) seeking to impose or confirm material limitations on the ability of Parent or Acquisition Subsidiary or any of their Affiliates to exercise full rights of the ownership of the equity interests of the Company, including, without limitation, the right to vote the Shares Units of the Company acquired or owned by Parent or Acquisition Subsidiary or any of their Affiliates on all matters properly presented to the holders of such equity interests, (D) seeking to require divestiture by Parent or Acquisition Subsidiary or any of their Affiliates of the equity interests of the Company or any assets of the Company or any of its Subsidiaries, or (E) that otherwise would reasonably be expected to have a Company Material Adverse Effect.

No Pending Action. There shall not be instituted, pending or threatened any action, investigation or proceeding by any Government, and there shall not be instituted, pending or threatened any action or proceeding by any other person, domestic or foreign, before any Government, (A) challenging or seeking to make illegal, to delay materially or otherwise, directly or indirectly, to restrain or prohibit the consummation of the Merger, seeking to obtain material damages or imposing any material adverse conditions in connection therewith or otherwise, directly or indirectly relating to the transactions contemplated by the Merger, (B) seeking to restrain, prohibit or delay the exercise of full rights of ownership or operation by Parent or Acquisition Subsidiary or their Affiliates of all or any portion of the business or assets of the Company and its Subsidiaries or of Parent or Acquisition Subsidiary or any of their Affiliates, or to compel Parent or Acquisition Subsidiary or any of their Affiliates to dispose of or hold separate all or any material portion of the business or assets of the Company or any of its Subsidiaries or of Parent or Acquisition Subsidiary or any of their Affiliates, (C) seeking to impose or confirm material limitations on the ability of Parent or Acquisition Subsidiary or any of their Affiliates to exercise full rights of the ownership of the equity interests of the Company, including, without limitation, the right to vote the Shares of the Company acquired or owned by Parent or Acquisition Subsidiary or any of their Affiliates on all matters properly presented to the holders of such equity interests, (D) seeking to require divestiture by Parent or Acquisition Subsidiary or any of their Affiliates of the equity interests of the Company or any assets of the Company or any of its SubsidiariesCompany, or (E) that otherwise would reasonably be expected to have a Company Material Adverse Effect. Notwithstanding the foregoing, nothing is this Section 7.3(e) shall make the fulfillment of CFIUS Approval or reaching an agreement with or obtaining any other form of approval by the CSOs, as contemplated under Section 5.12, a requirement or condition to Closing.

No Pending Action. There shall not be instituted, pending or threatened any action, investigation or proceeding by any Government, and there shall not be instituted, pending or threatened any action or proceeding by any other person, domestic or foreign, before any Government, (A) challenging or seeking to make illegal, to delay materially or otherwise, directly or indirectly, to restrain or prohibit the consummation of the Merger, seeking to obtain material damages or imposing any material adverse conditions in connection therewith or otherwise, directly or indirectly relating to the transactions contemplated by the Merger, (B) seeking to restrain, prohibit or delay the exercise of full rights of ownership or operation by Parent or Acquisition Subsidiary or their Affiliates of all or any portion of the business or assets of the Company and its Subsidiaries or of Parent or Acquisition Subsidiary or any of their Affiliates, or to compel Parent or Acquisition Subsidiary or any of their Affiliates to dispose of or hold separate all or any material portion of the business or assets of the Company or any of its Subsidiaries or of Parent or Acquisition Subsidiary or any of their Affiliates, (C) seeking to impose or confirm material limitations on the ability of Parent or Acquisition Subsidiary or any of their Affiliates to exercise full rights of the ownership of the equity interests of the Company, including, without limitation, the right to vote the Shares of the Company acquired or owned by Parent or Acquisition Subsidiary or any of their Affiliates on all matters properly presented to the holders of such equity interests, (D) seeking to require divestiture by Parent or Acquisition Subsidiary or any of their Affiliates of the equity interests of the Company or any assets of the Company or any of its SubsidiariesCompany, or (E) that otherwise would reasonably be expected to have a Company Material Adverse Effect.

No Pending Action. There shall not be instituted, pending or threatened any action, investigation or proceeding by any GovernmentGovernment authority, and there shall not be instituted, pending or threatened any action or proceeding by any other personPerson, domestic or foreign, before any GovernmentGovernment authority, mediator or arbitrator, which is reasonably likely to be determined adversely to Parent or Acquisition Subsidiary, (Ai) challenging or seeking to make illegal, to delay materially or otherwise, directly or indirectly, to restrain or prohibit the consummation of the Merger, seeking to obtain material damages or imposing any material adverse conditions in connection therewith or otherwise, directly or indirectly relating to the transactions contemplated by the Merger, (Bii) seeking to restrain, prohibit or delay the exercise of full rights of ownership or operation by Parent or Acquisition Subsidiary or their Affiliates affiliates of all or any portion of the business or assets of the Company and its Subsidiaries Acquired Companies, taken as a whole, or of Parent or Acquisition Subsidiary or any of their Affiliatesaffiliates, or to compel Parent or Acquisition Subsidiary or any of their Affiliates affiliates to dispose of or hold separate all or any material portion of the business or assets of the Company or any of its Subsidiaries Acquired Companies, or of Parent or Acquisition Subsidiary or any of their Affiliatesaffiliates, (Ciii) seeking to impose or confirm material limitations on the ability of Parent or Acquisition Subsidiary or any of their Affiliates affiliates to exercise full rights of the ownership of the equity interests shares of the Company, including, without limitation, the right to vote the Shares shares of the Company acquired or owned by Parent or Acquisition Subsidiary or any of their Affiliates affiliates on all matters properly presented to the holders of such equity interestsstock, (Div) seeking to require divestiture by Parent or Acquisition Subsidiary or any of their Affiliates affiliates of the equity interests shares of stock of the Company or any assets of the Company or any of its SubsidiariesCompany, or (Ev) that otherwise would reasonably be expected to have a Company Material Adverse Effect.

No Pending Action. There shall not be instituted, ----------------- pending or threatened any action, investigation or proceeding by any GovernmentGovernmental Authority, and there shall not be instituted, pending or threatened any action or proceeding by any other person, domestic or foreign, before any GovernmentGovernmental Authority, which is reasonably likely to be determined adversely to Parent, Acquiror or Acquisition Subsidiary, (A) challenging or seeking to make illegal, to delay materially or otherwise, directly or indirectly, to restrain or prohibit the consummation of the Merger, seeking to obtain material damages or imposing any material adverse conditions in connection therewith or otherwise, directly or indirectly relating to the transactions contemplated by the Merger, (B) seeking to restrain, prohibit or delay the exercise of full rights of ownership or operation by Parent Parent, Acquiror or Acquisition Subsidiary or their Affiliates affiliates of all or any portion of the business or assets of Target and the Company and its Subsidiaries Target Subsidiaries, taken as a whole, or of Parent Parent, Acquiror or Acquisition Subsidiary or any of their Affiliatesaffiliates, or to compel Parent Acquiror or Acquisition Subsidiary or any of their Affiliates affiliates to dispose of or hold separate all or any material portion of the business or assets of Target and the Company or any of its Subsidiaries Target Subsidiaries, taken as a whole, or of Parent Parent, Acquiror or Acquisition Subsidiary or any of their Affiliatesaffiliates, (C) seeking to impose or confirm material limitations on the ability of Parent Parent, Acquiror or Acquisition Subsidiary or any of their Affiliates affiliates to exercise full rights of the ownership of the equity interests shares of the CompanyTarget Common Stock, including, without limitation, the right to vote the Shares shares of the Company Target Common Stock acquired or owned by Parent Parent, Acquiror or Acquisition Subsidiary or any of their Affiliates affiliates on all matters properly presented to the holders of such equity interestsTarget Common Stock, (D) seeking to require divestiture by Parent Parent, Acquiror or Acquisition Subsidiary or any of their Affiliates affiliates of the equity interests shares of the Company or any assets of the Company or any of its SubsidiariesTarget Common Stock, or (E) that otherwise would reasonably be expected to have a Company Target Material Adverse Effect.

No Pending Action. There shall not be instituted, pending or threatened any action, investigation or proceeding by any GovernmentGovernment authority, and there shall not be instituted, pending or threatened any action or proceeding by any other person, domestic or foreign, before any GovernmentGovernment authority, which is reasonably likely to be determined adversely to Tekelec or Acquisition Subsidiary, (A) challenging or seeking to make illegal, to delay materially or otherwise, directly or indirectly, to restrain or prohibit the consummation of the Merger, seeking to obtain material damages or imposing any material adverse conditions in connection therewith or otherwise, directly or indirectly relating to the transactions contemplated by the Merger, (B) seeking to restrain, prohibit or delay the exercise of full rights of ownership or operation by Parent Tekelec or Acquisition Subsidiary or their Affiliates affiliates of all or any portion of the business or assets of the Company and its Subsidiaries subsidiaries, taken as a whole, or of Parent Tekelec or Acquisition Subsidiary or any of their Affiliatesaffiliates, or to compel Parent Tekelec or Acquisition Subsidiary or any of their Affiliates affiliates to dispose of or hold separate all or any material portion of the business or assets of the Company or any of its Subsidiaries Company, or of Parent Tekelec or Acquisition Subsidiary or any of their Affiliatesaffiliates, (C) seeking to impose or confirm material limitations on the ability of Parent Tekelec or Acquisition Subsidiary or any of their Affiliates affiliates to exercise full rights of the ownership of the equity interests shares of the Company, including, without limitation, the right to vote the Shares shares of the Company acquired or owned by Parent Tekelec or Acquisition Subsidiary or any of their Affiliates affiliates on all matters properly presented to the holders of such equity interestsstock, (D) seeking to require divestiture by Parent Tekelec or Acquisition Subsidiary or any of their Affiliates affiliates of the equity interests shares of stock of the Company or any assets of the Company or any of its SubsidiariesCompany, or (E) that otherwise would reasonably be expected to have a Company Material Adverse Effect.

No Pending Action. There shall not be instituted, pending or threatened any action, investigation or proceeding by any Government, and there shall not be instituted, pending or threatened any action or proceeding by any other person, domestic or foreign, before any Government, (Ai) challenging or seeking to make illegal, to delay materially or otherwise, directly or indirectly, to restrain or prohibit the consummation of the Merger, seeking to obtain material damages or imposing any material adverse conditions in connection therewith or otherwise, directly or indirectly relating to the transactions contemplated by the Merger, (Bii) seeking to restrain, prohibit or delay the exercise of full rights of ownership or operation by Parent or Acquisition Subsidiary or their Affiliates of all or any portion of the business or assets of the Company and its Subsidiaries or of Parent or Acquisition Subsidiary or any of their Affiliates, or to compel Parent or Acquisition Subsidiary or any of their Affiliates to dispose of or hold separate all or any material portion of the business or assets of the Company or any of its Subsidiaries or of Parent or Acquisition Subsidiary or any of their Affiliates, (Ciii) seeking to impose or confirm material limitations on the ability of Parent or Acquisition Subsidiary or any of their Affiliates to exercise full rights of the ownership of the equity interests of the Company, including, without limitation, the right to vote the Shares of the Company acquired or owned by Parent or Acquisition Subsidiary or any of their Affiliates on all matters properly presented to the holders of such equity interests, (Div) seeking to require divestiture by Parent or Acquisition Subsidiary or any of their Affiliates of the equity interests of the Company or any assets of the Company or any of its Subsidiaries, or (Ev) that otherwise would reasonably be expected to have a Company Material Adverse Effect.

No Pending Action. (i) There shall not be instituted, pending or threatened any action, investigation or proceeding by any GovernmentGovernmental Authority, and (ii) there shall not be instituted, instituted or pending or threatened any action or proceeding by any other person, domestic or foreign, before any GovernmentGovernmental Authority that, in the case of (Aii), is reasonably determined by Purchaser to have a substantial likelihood of being successful in (a) challenging or seeking to make illegal, to delay materially or otherwise, directly or indirectly, to restrain EXECUTION VERSION CONFIDENTIAL TREATMENT REQUESTED REDACTED VERSION or prohibit the consummation of the Mergertransactions contemplated by this Agreement or any Transaction Document, seeking to obtain material damages or imposing any material adverse conditions in connection therewith or otherwise, directly or indirectly relating to the transactions contemplated by the Mergerthis Agreement or any Transaction Document, (Bb) seeking to restrain, prohibit or delay the exercise of full rights of ownership or operation by Parent Purchaser or Acquisition Subsidiary or their its Affiliates of all or any portion of the business or assets of the Company and its any of the Company Subsidiaries or of Parent or Acquisition Subsidiary Purchaser or any of their its Affiliates, or to compel Parent or Acquisition Subsidiary Purchaser or any of their its Affiliates to dispose of or hold separate all or any material portion of the business or assets of the Company or any of its the Company Subsidiaries or of Parent or Acquisition Subsidiary Purchaser or any of their its Affiliates, (Cc) seeking to impose or confirm material limitations on the ability of Parent or Acquisition Subsidiary Purchaser or any of their its Affiliates to exercise full rights of the ownership of the equity interests of the Company, including, without limitation, the right to vote the Shares capital stock of the Company acquired or owned by Parent or Acquisition Subsidiary Purchaser or any of their its Affiliates on all matters properly presented to the holders of such equity interests, (Dd) seeking to require divestiture by Parent or Acquisition Subsidiary Purchaser or any of their its Affiliates of the equity interests of the Company or any assets of the Company or any of its the Company Subsidiaries, or (Ee) that otherwise would reasonably be expected to have a Company Material Adverse Effect.

No Pending Action. There shall not be instituted, pending or threatened any action, investigation or proceeding by any GovernmentGovernment authority, and there shall not be instituted, pending or threatened any action or proceeding by any other personPerson, domestic or foreign, before any GovernmentGovernment authority, mediator or arbitrator, which is reasonably likely to be determined adversely to Parent or Acquisition Subsidiary, (Ai) challenging or seeking to make illegal, to delay materially or otherwise, directly or indirectly, to restrain or prohibit the consummation of the Merger, seeking to obtain material damages or imposing any material adverse conditions in connection therewith or otherwise, directly or indirectly relating to the transactions contemplated by the Merger, (Bii) seeking to restrain, prohibit or delay the exercise of full rights of ownership or operation by Parent or Acquisition Subsidiary or their Affiliates affiliates of all or any portion of the business or assets of the Company and its Subsidiaries Company, taken as a whole, or of Parent or Acquisition Subsidiary or any of their Affiliatesaffiliates, or to compel Parent or Acquisition Subsidiary or any of their Affiliates affiliates to dispose of or hold separate all or any material portion of the business or assets of the Company or any of its Subsidiaries Company, or of Parent or Acquisition Subsidiary or any of their Affiliatesaffiliates, (Ciii) seeking to impose or confirm material limitations on the ability of Parent or Acquisition Subsidiary or any of their Affiliates affiliates to exercise full rights of the ownership of the equity interests shares of the Company, including, without limitation, the right to vote the Shares shares of the Company acquired or owned by Parent or Acquisition Subsidiary or any of their Affiliates affiliates on all matters properly presented to the holders of such equity interestsstock, (Div) seeking to require divestiture by Parent or Acquisition Subsidiary or any of their Affiliates affiliates of the equity interests shares of stock of the Company or any assets of the Company or any of its SubsidiariesCompany, or (Ev) that otherwise would reasonably be expected to have a Company Material Adverse Effect.

No Pending Action. There shall not be instituted, pending or threatened any action, investigation or proceeding by any GovernmentGovernmental Authority, and there shall not be instituted, pending or threatened any action or proceeding by any other person, domestic or foreign, before any GovernmentGovernmental Authority, (A) challenging or seeking to make illegal, to delay materially or otherwise, directly or indirectly, to restrain or prohibit the consummation of the Merger, seeking to obtain material damages or imposing any material adverse conditions in connection therewith or otherwise, directly or indirectly relating to the transactions contemplated by the Merger, (B) seeking to restrain, prohibit or delay the exercise of full rights of ownership or operation by Parent or Acquisition Subsidiary or their Affiliates of all or any portion of the business or assets of the Company and or any of its Subsidiaries or of Parent or Acquisition Subsidiary or any of their Affiliates, or to compel Parent or Acquisition Subsidiary or any of their Affiliates to dispose of or hold separate all or any material portion of the business or assets of the Company or any of its Subsidiaries or of Parent or Acquisition Subsidiary or any of their Affiliates, (C) seeking to impose or confirm material limitations on the ability of Parent or Acquisition Subsidiary or any of their Affiliates to exercise full rights of the ownership of the equity interests of the Company, including, without limitation, the right to vote the Shares of the Company acquired or owned by Parent or Acquisition Subsidiary or any of their Affiliates on all matters properly presented to the holders of such equity interests, (D) seeking to require divestiture by Parent or Acquisition Subsidiary or any of their Affiliates of the equity interests of the Company or any of its Subsidiaries or any assets of the Company or any of its Subsidiaries, or (E) that otherwise would reasonably be expected to have a Company Material Adverse Effect.