Common use of No Governmental Litigation Clause in Contracts

No Governmental Litigation. There shall not be pending or threatened any Legal Proceeding in which a Governmental Body is or is threatened to become a party or is otherwise involved, and neither Parent nor the Company shall have received any communication from any Governmental Body in which such Governmental Body indicates the possibility of commencing any Legal Proceeding or taking any other action: (a) challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated by this Agreement; (b) relating to the Merger and seeking to obtain from the Company or any of its Subsidiaries, or Parent or any of its Subsidiaries, any damages or other relief that may be material to the Company and Parent, taken as a whole, following the Merger; (c) seeking to prohibit or limit in any material respect Parent's ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the Company; or (d) which would materially and adversely affect the right of the Company or Parent to own the assets or operate the business of Parent following the Merger.

Appears in 4 contracts

Samples: Agreement and Plan of Reorganization (Ribogene Inc / Ca/), Agreement and Plan of Reorganization (Cypros Pharmaceutical Corp), Agreement and Plan of Reorganization (Questcor Pharmaceuticals Inc)

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No Governmental Litigation. There shall not be pending or and there shall not have been threatened any Legal Proceeding action, suit or proceeding in which a Governmental Body Entity is or is threatened to become a party or is otherwise involved, and neither Parent nor the Company shall have received any communication from any Governmental Body in which such Governmental Body indicates the possibility of commencing any Legal Proceeding or taking any other action: (a) challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated by this Agreement; (b) relating to the Merger and seeking to obtain from the Company Parent or any of its Subsidiaries, or Parent the Company or any of its the Company's Subsidiaries, any damages or other relief that may are or are likely to be material to the Company and Parent, taken as a whole, following the Merger; (c) seeking to prohibit or limit in any material respect Parent's ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the CompanySurviving Corporation; or (d) which would materially and adversely affect the right of Parent, the Company Surviving Corporation or Parent any of the Surviving Corporation's Subsidiaries to own the assets or operate the business of Parent following the MergerSurviving Corporation and the Surviving Corporation's Subsidiaries.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Warburg Pincus Investors Lp), Agreement and Plan of Merger (Nexstar Pharmaceuticals Inc), Agreement and Plan of Merger (Gilead Sciences Inc)

No Governmental Litigation. There shall not be pending or overtly threatened any Legal Proceeding in which a Governmental Body is or is overtly threatened to become a party or is otherwise involved, and neither Parent nor the Company shall have received any communication from any Governmental Body in which such Governmental Body indicates the possibility probability of commencing any Legal Proceeding or taking any other action: (a) challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated by this AgreementMerger; (b) relating to the Merger and seeking to obtain from the Company Parent or any of its Subsidiaries, or Parent or any of its Subsidiariesthe Acquired Corporations, any damages or other relief that may would be material to the Company and Parent, taken as a whole, following the Merger; (c) seeking to prohibit or limit in any material respect Parent's ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of any of the CompanyAcquired Corporations; or (d) which would materially and adversely affect the right of Parent or any of the Company or Parent Acquired Corporations to own the assets or operate the business of Parent following the MergerAcquired Corporations.

Appears in 3 contracts

Samples: Agreement and Plan of Merger and Reorganization (Molecular Devices Corp), Agreement and Plan of Merger and Reorganization (Molecular Devices Corp), Agreement and Plan of Merger and Reorganization (LJL Biosystems Inc)

No Governmental Litigation. There shall not be pending or threatened any Legal Proceeding in which a Governmental Body is or is threatened to become a party or is otherwise involved, and neither Parent nor the Company shall have received any communication from any Governmental Body in which such Governmental Body indicates the possibility of commencing any Legal Proceeding or taking any other action: (a) challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated by this Agreement; (b) relating to the Merger and seeking to obtain from the Company Parent or any of its Subsidiaries, or Parent the Company or any of its Subsidiaries, any damages or other relief that may be material to Parent and the Company and ParentCompany, taken as a whole, following the Merger; (c) seeking to prohibit or limit in any material respect Parent's ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the Company; or (d) which would materially and adversely affect the right of Parent or the Company or Parent to own the assets or operate the business of Parent the Company following the Merger.

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization (Cypros Pharmaceutical Corp), Agreement and Plan of Reorganization (Questcor Pharmaceuticals Inc), Agreement and Plan of Reorganization (Cypros Pharmaceutical Corp)

No Governmental Litigation. There shall not be pending or threatened any Legal Proceeding in which a Governmental Body is or is threatened to become a party or is otherwise involved, and neither Parent nor the Company shall have received any communication from any Governmental Body in which such Governmental Body indicates the possibility of commencing any Legal Proceeding or taking any other action: (a) challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated by this Agreement; (b) relating to the Merger and seeking to obtain from the Company Parent or any of its Subsidiaries, or Parent the Company or any of its Subsidiaries, any damages or other relief that may be material to the Company and Parent, taken as a whole, following the Merger; (c) seeking to prohibit or limit in any material respect Parent's ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the CompanyCompany or any of its Subsidiaries; or (d) which would materially and adversely affect the right of Parent or the Company or Parent any of its Subsidiaries to own the assets or operate the business of Parent following the MergerCompany or any of its Subsidiaries.

Appears in 2 contracts

Samples: Escrow Agreement (Egain Communications Corp), Agreement and Plan of Merger and Reorganization (Vitesse Semiconductor Corp)

No Governmental Litigation. There shall not be pending or threatened any Legal Proceeding in which a Governmental Body is or is threatened to become a party or is otherwise involved, and neither Parent nor the Company shall have received any communication from any Governmental Body in which such Governmental Body indicates the possibility probability of commencing any Legal Proceeding or taking any other action: (a) challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated by this AgreementMerger; (b) relating to the Merger and seeking to obtain from the Company Parent or any of its Subsidiaries, or Parent or any of its Subsidiariesthe Acquired Corporations, any damages or other relief that may would be material to the Company and Parent, taken as a whole, following the Merger; (c) seeking to prohibit or limit in any material respect Parent's ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of any of the CompanyAcquired Corporations; or (d) which would materially and adversely affect the right of Parent or any of the Company or Parent Acquired Corporations to own the assets or operate the business of Parent following the MergerAcquired Corporations.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Applied Materials Inc /De), Agreement and Plan of Merger and Reorganization (Consilium Inc)

No Governmental Litigation. There shall not be pending or threatened any Legal Proceeding in which a Governmental Body is or is threatened to become a party or is otherwise involved, and neither Parent nor the Company shall have received any communication from any Governmental Body in which such Governmental Body indicates the possibility of commencing any Legal Proceeding or taking any other action: (a) challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated by this AgreementAgreement or the Related Agreements; (b) relating to the Merger and seeking to obtain from the Company Parent or any of its Subsidiaries, or Parent the Company or any of its Subsidiaries, any damages or other relief that may be material to the Company and Parent, taken as a whole, following the Merger; (c) seeking to prohibit or limit in any material respect Parent's ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the CompanyCompany or any of its Subsidiaries; or (d) which would materially and adversely affect the right of Parent or the Company or any Subsidiary of Parent to own the assets or operate the business of Parent following the MergerCompany or any of its Subsidiaries.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Titan Corp), Agreement and Plan of Merger and Reorganization (Aurora Biosciences Corp)

No Governmental Litigation. There shall not be pending or threatened any Legal Proceeding in which a Governmental Body is or is threatened to become a party or is otherwise involved, and neither Parent nor the Company shall have received any communication from any Governmental Body in which such Governmental Body indicates the possibility of commencing any Legal Proceeding or taking any other action: (a) challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated by this Agreement; (b) relating to the Merger and seeking to obtain from the Company or any of its Subsidiaries, or Parent or any of its Subsidiaries, Subsidiaries or the Company any damages or other relief that may be material to the Company and Parent, taken as a whole, following the Merger; (c) seeking to prohibit or limit in any material respect Parent's ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the Company; or (d) which would materially and adversely affect the right of Parent or the Company or Parent any of its Subsidiaries to own the assets or operate the business of Parent following the MergerCompany.

Appears in 1 contract

Samples: Agreement and Plan of Merger And (Maxim Pharmaceuticals Inc)

No Governmental Litigation. There shall not be pending or threatened in writing any Legal Proceeding in which a Governmental Body is or is threatened to become a party or is otherwise involved, and neither Parent nor the Company shall have received any communication from any Governmental Body in which such Governmental Body indicates the possibility of commencing any Legal Proceeding or taking any other action: (a) challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated by this Agreement; (b) relating to the Merger and seeking to obtain from the Company Parent or any of its Subsidiaries, or Parent the Company or any of its Subsidiaries, any damages or other relief that may be material to the Company and Parent, taken as a whole, following the Merger; (c) seeking to prohibit or limit in any material respect Parent's ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the CompanyCompany or any of its Subsidiaries; or (d) which would materially and adversely affect the right of Parent or the Company or Parent any of its Subsidiaries to own the assets or operate the business of Parent following the MergerCompany or any of its Subsidiaries.

Appears in 1 contract

Samples: Escrow Agreement (Qualcomm Inc/De)

No Governmental Litigation. There shall not be pending or overtly threatened any Legal Proceeding in which a Governmental Body is or is overtly threatened to become a party or is otherwise involved, and neither Parent nor none of the Purchaser, the Company and the Selling Stockholders shall have received any communication from any Governmental Body in which such Governmental Body indicates the possibility probability of commencing any Legal Proceeding or taking any other action: (a) challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated by this AgreementAcquisition; (b) relating to the Merger Acquisition and seeking to obtain from the Company Purchaser or any of its Subsidiaries, or Parent or any of its Subsidiariesthe Company, any damages or other relief that may would be material to the Company and Parent, taken as a whole, following the MergerPurchaser; (c) seeking to prohibit or limit in any material respect Parentthe Purchaser's ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the Company; or (d) which would materially and adversely affect the right of the Purchaser or the Company or Parent to own the assets or operate the business of Parent following the MergerCompany.

Appears in 1 contract

Samples: Stock Purchase Agreement (Molecular Devices Corp)

No Governmental Litigation. There shall not be pending or threatened any Legal Proceeding in which a Governmental Body is or is threatened to become a party or is otherwise involved, and neither Parent nor the Company shall have received any communication from any Governmental Body in which such Governmental Body indicates the possibility of commencing any Legal Proceeding or taking any other action: (a) challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated by this Agreement; (b) relating to the Merger and seeking to obtain from the Company Parent or any of its Subsidiaries, or Parent or any of its Subsidiariesthe Acquired Corporations, any damages or other relief that may be material to the Company and Parent, taken as a whole, following the Merger; (c) seeking to prohibit or limit in any material respect Parent's ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of any of the CompanyAcquired Corporations; or (d) which would materially and adversely affect the right of Parent or any of the Company or Parent Acquired Corporations to own the assets or operate the business of Parent following the MergerAcquired Corporations.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Transition Analysis Component Technology Inc)

No Governmental Litigation. There shall not be pending or threatened any Legal Proceeding Action in which a Governmental Body Entity is or is threatened to become a party or is otherwise involved, and neither Parent nor none of Buyer, the Seller, the Company nor any Shareholder shall have received any communication from any Governmental Body Entity in which such Governmental Body Entity indicates the possibility probability of commencing any Legal Proceeding Action or taking any other action: (ai) challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated by this AgreementAcquisition; (bii) relating to the Merger Acquisition and seeking to obtain from the Company Buyer or any of its SubsidiariesAffiliates, or Parent or any of its Subsidiariesfrom the Company, any damages or other relief that may would be material to the Company and Parent, taken as a whole, following the MergerBuyer; (ciii) seeking to prohibit or limit in any material respect Parent's Buyer’s ability to vote, receive dividends or distributions with respect to or otherwise exercise ownership rights with respect to the stock Purchased Interests of the Company; or (div) which that would materially and adversely affect the right of Buyer, its Affiliate or the Company or Parent to own the assets of the Company, or operate the business of Parent following the MergerCompany Business.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Rocket Lab USA, Inc.)

No Governmental Litigation. There shall not be pending or threatened any Legal Proceeding Action in which a Governmental Body Entity is or is threatened to become a party or is otherwise involved, and neither Parent nor none of Buyer, the Seller, the Company nor any Shareholder shall have received any communication from any Governmental Body Entity in which such Governmental Body Entity indicates the possibility probability of commencing any Legal Proceeding Action or taking any other action: (ai) challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated by this AgreementAcquisition; (bii) relating to the Merger Acquisition and seeking to obtain from the Company Seller, the Company, the Shareholders or any of its Subsidiariestheir respective Affiliates, or Parent or any of its Subsidiariesfrom the Buyer, any damages or other relief that may would be material to the Company and ParentSeller, taken as a wholethe Company, following the Mergeror its Shareholders; (ciii) seeking to prohibit or limit in any material respect Parent's Buyer’s ability to vote, receive dividends or distributions with respect to or otherwise exercise ownership rights with respect to the stock Purchased Interests of the Company; or (div) which that would materially and adversely affect the right of Buyer, its Affiliate or the Company or Parent to own the assets of the Company, or operate the business of Parent following the MergerCompany Business.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Rocket Lab USA, Inc.)

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No Governmental Litigation. There shall not be pending or threatened any Legal Proceeding in which a Governmental Body is or is threatened to become a party or is otherwise involved, and neither Parent nor the Company shall have received any communication from any Governmental Body in which such Governmental Body indicates the possibility of commencing any Legal Proceeding or taking any other action: (a) challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated by this AgreementAgreement or the Related Agreements; (b) relating to the Merger and seeking to obtain from the Company Parent or any of its Subsidiaries, or Parent or any of its Subsidiariesthe Acquired Corporations, any damages Damages or other relief that may be material to the Company and Parent, taken as a whole, following the Merger; (c) seeking to prohibit or limit in any material respect Parent's ’s ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the CompanyAcquired Corporations; or (d) which would materially and adversely affect the right of Parent or the Company or any Subsidiary of Parent to own the assets or operate the business of Parent following the MergerAcquired Corporations.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Applied Micro Circuits Corp)

No Governmental Litigation. There shall not be pending or threatened any Legal Proceeding in which a Governmental Body is or is threatened to become a party or is otherwise involved, and neither Parent nor the Company shall have received any communication from any Governmental Body in which such Governmental Body indicates the possibility of commencing any Legal Proceeding or taking any other action: (a) challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated by this Agreement; (b) relating to the Merger and seeking to obtain from the Company Parent or any of its Subsidiaries, or Parent the Company or any of its Subsidiaries, any damages or other relief that may be material to Parent and the Company and ParentCompany, taken as a whole, following the Merger; (c) seeking to prohibit or limit in any material respect Parent's ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the Company; or (d) which would materially and adversely affect the right of Parent or the Company or Parent to own the assets or operate the business of Parent the Company following the Merger.. 54

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Ribogene Inc / Ca/)

No Governmental Litigation. There shall not be pending or threatened any Legal Proceeding in which a Governmental Body Entity is or is threatened to become a party or is otherwise involved, and neither Parent Purchaser nor the Company shall have received any communication from any Governmental Body Entity in which such Governmental Body Entity indicates the possibility probability of commencing any Legal Proceeding or taking any other action: (aA) challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated by this AgreementAcquisition; (bB) relating to the Merger Acquisition and seeking to obtain from the Company Purchaser or any of its Subsidiaries, or Parent or any of its Subsidiariesfrom the Company, any damages or other relief that may would be material to the Company and Parent, taken as a whole, following the MergerPurchaser; (cC) seeking to prohibit or limit in any material respect Parent's Purchaser’s ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the CompanyShares; or (dD) which that would materially and adversely affect the right of Purchaser, the Company or Parent to own the assets or operate the business of Parent following any the Merger.Company. (v)

Appears in 1 contract

Samples: Share Purchase Agreement (Codex DNA, Inc.)

No Governmental Litigation. There shall not be pending or threatened any Legal Proceeding in which a Governmental Body is or is threatened to become a party or is otherwise involved, and neither Parent nor the Company shall have received any communication from any Governmental Body in which such Governmental Body indicates the possibility of commencing any Legal Proceeding or taking any other action: (a) challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated by this AgreementAgreement or the Related Agreements; (b) relating to the Merger and seeking to obtain from Parent or any of its Subsidiaries, or the Company or any of its Subsidiaries, or Parent or any of its Subsidiaries, any damages Damages or other relief that may be material to the Company and Parent, taken as a whole, following the Merger; (c) seeking to prohibit or limit in any material respect Parent's ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the CompanyCompany or any of its Subsidiaries; or (d) which would materially and adversely affect the right of Parent or the Company or any Subsidiary of Parent to own the assets or operate the business of Parent following the MergerCompany or any of its Subsidiaries.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Titan Corp)

No Governmental Litigation. There shall not be pending or threatened any Legal Proceeding in which a Governmental Body is or is threatened to become a party or is otherwise involved, and neither Parent nor the Company shall have received any communication from any Governmental Body in which such Governmental Body indicates the possibility of commencing any Legal Proceeding or taking any other action: (a) challenging or seeking to restrain or prohibit the consummation of the Merger Arrangement or any of the other transactions contemplated by this Agreement; (b) relating to the Merger Arrangement and seeking to obtain from the Company Parent or any of its Subsidiaries, or Parent or any of its Subsidiariesthe Acquired Corporations, any damages or other relief that may be material to the Company and Parent, taken as a whole, following the Merger; (c) seeking to prohibit or limit in any material respect Parent's ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of any of the CompanyAcquired Corporations; or (d) which would materially and adversely affect the right of Parent or any of the Company or Parent Acquired Corporations to own the assets or operate the business of Parent following the MergerAcquired Corporations.

Appears in 1 contract

Samples: Acquisition Agreement (Photon Dynamics Inc)

No Governmental Litigation. There shall not be pending or overtly threatened any Legal Proceeding in which a Governmental Body is or is overtly threatened to become a party or is otherwise involved, and neither Parent nor the Company shall have received any communication from any Governmental Body in which such Governmental Body indicates the possibility probability of commencing any Legal Proceeding or taking any other material action: (a) challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated by this Agreementeither Merger; (b) relating to the either Merger and seeking to obtain from the Company Parent or any of its Subsidiaries, or Parent or any of its Subsidiariesthe Acquired Corporations, any damages or other relief that may would be material to the Company and Parent, taken as a whole, following the Merger; (c) seeking to prohibit or limit in any material respect Parent's ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of any of the CompanyAcquired Corporations; or (d) which would materially and adversely affect the right of Parent or any of the Company or Parent Acquired Corporations to own the assets or operate the business of Parent following the MergerAcquired Corporations.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Molecular Devices Corp)

No Governmental Litigation. There shall not be pending or threatened any Legal Proceeding in which a Governmental Body is or is threatened to become a party or is otherwise involved, and neither Parent nor the Company shall have received any communication from any Governmental Body in which such Governmental Body indicates the possibility of commencing any Legal Proceeding or taking any other action: (a) challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated by this AgreementAgreement or the Related Agreements; (b) relating to the Merger and seeking to obtain from Parent or any of its Subsidiaries, or the Company or any of its Subsidiaries, or Parent or any of its Subsidiaries, any damages Damages or other relief that may be material to the Company and Parent, taken as a whole, following the Merger; (c) seeking to prohibit or limit in any material respect Parent's ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the CompanyCompany or any of its Subsidiaries; or (d) which would could materially and adversely affect the right of Parent or the Company Surviving Corporation or any Subsidiary of Parent to own the assets or operate the business of Parent following the MergerCompany or any of its Subsidiaries.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Titan Corp)

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