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: (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 Parent or any of the Acquired Corporations any damages or other relief that may be material to Parent or the Acquired Corporations; (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 Surviving Corporation; (d) that could materially and adversely affect the right of Parent or any of the Acquired Corporations to own the assets or operate the business of the Acquired Corporations; or (e) seeking to compel any of the Acquired Corporations, Parent or any Subsidiary of Parent, to dispose of or hold separate any material assets, as a result of the Merger or any of the other transactions contemplated by this Agreement.

Appears in 3 contracts

Samples: Agreement and Plan of Merger and Reorganization (Website Pros Inc), Agreement and Plan of Merger and Reorganization (Website Pros Inc), Agreement and Plan of Merger and Reorganization (WEB.COM, 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: (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 Parent or any of the Acquired Corporations Constituent Companies any damages or other relief that may be material to Parent or the Acquired CorporationsCompany; (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 Surviving Corporation; (d) that could which would materially and adversely affect the right of Parent Parent, the Surviving Corporation or any Subsidiary of the Acquired Corporations Parent to own the assets or operate the business of the Acquired Constituent Corporations; or (e) seeking to compel any of Parent or the Acquired CorporationsCompany, Parent or any Subsidiary of ParentParent or the Company, to dispose of or hold separate any material assets, as a result of the Merger or any of the other transactions contemplated by this Agreement.

Appears in 3 contracts

Samples: Agreement and Plan (First Virtual Communications Inc), Agreement and Plan of Merger (Cuseeme Networks Inc), Agreement and Plan of Merger (Cuseeme Networks 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: (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 Parent or any of the Acquired Corporations its Subsidiaries any damages or other relief that may be material to Parent or the Acquired CorporationsParent; (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 Surviving Corporation; (d) that could which would materially and adversely affect the right of Parent Parent, the Surviving Corporation or any Subsidiary of the Acquired Corporations Parent to own the assets or operate the business of the Acquired Constituent Corporations; or (e) seeking to compel any of Parent or the Acquired CorporationsCompany, Parent or any Subsidiary of ParentParent or the Company, to dispose of or hold separate any material assets, as a result of the Merger or any of the other transactions contemplated by this Agreement.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Cuseeme Networks Inc), Agreement and Plan of Merger (Cuseeme Networks Inc), Agreement and Plan (First Virtual Communications 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: (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 Parent or any of the Acquired Corporations any damages or other relief that may be material to Parent or the Acquired Corporations; (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 Surviving Corporation; (d) that could materially and adversely affect the right of Parent or any of the Acquired Corporations to own the assets or operate the business of the Acquired Corporations; or (e) seeking to compel any of the Acquired Corporations, Parent or any Subsidiary of Parent, Parent to dispose of or hold separate any material assets, assets as a result of the Merger or any of the other transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Prime Response Inc/De), Agreement and Plan of Merger and Reorganization (Global Sports 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: (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 Parent or any of the Acquired Corporations its Subsidiaries any damages or other relief that may be material to Parent or the Acquired CorporationsParent; (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 Surviving Corporation; (d) that could would materially and adversely affect the right of Parent Parent, the Surviving Corporation or any Subsidiary of the Acquired Corporations Parent to own the assets or operate the business of the Acquired Corporations; or (e) seeking to compel any of Parent or the Acquired CorporationsCompany, Parent or any Subsidiary of ParentParent or the Company, to dispose of or hold separate any material assets, assets as a result of the Merger or any of the other transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Applied Materials Inc /De), Agreement and Plan of Reorganization (Etec Systems 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: (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 Parent or any of the Acquired Corporations its Subsidiaries any damages or other relief that may would reasonably be expected to be material to Parent or the Acquired CorporationsParent; (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 Surviving Corporation; (d) that could which would materially and adversely affect the right of Parent Parent, the Surviving Corporation or any Subsidiary of the Acquired Corporations Parent to own the assets or operate the business of the Acquired Corporations; or (e) seeking to compel any of Parent or the Acquired CorporationsCompany, Parent or any Subsidiary of ParentParent or the Company, to dispose of or hold separate any material assets, as a result of the Merger or any of the other transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Wind River Systems 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: (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 Parent or any of the Acquired Corporations Company's any damages or other relief that may be material to Parent or the Acquired CorporationsCompany's; (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 Surviving Corporation; (d) that could materially and adversely affect the right of Parent or any of the Acquired Corporations Company's to own the assets or operate the business of the Acquired CorporationsCompany's; or (e) seeking to compel any of the Acquired CorporationsCompany's, Parent or any Subsidiary of Parent, to dispose of or hold separate any material assets, as a result of the Merger or any of the other transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Applied Nanoscience Inc.)

No Governmental Litigation. There shall not be pending or threatened any Legal Proceeding in which a Governmental Body is is, or is threatened to become become, a party or is otherwise involvedinvolved that is: (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 Parent or any of the Acquired Corporations its Subsidiaries any damages or other relief that may would reasonably be expected to be material to Parent or the Acquired CorporationsParent; (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 Surviving Corporation; (d) that could which would materially and adversely affect the right of Parent Parent, the Surviving Corporation or any Subsidiary of the Acquired Corporations Parent to own the assets or operate the business of the Acquired CorporationsCompany; or (e) seeking to compel any of Parent or the Acquired CorporationsCompany, Parent or any Subsidiary of ParentParent or the Company, to dispose of or hold separate any material assets, as a result of the Merger or any of the other transactions contemplated by this Agreement. 5.9.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rf Micro Devices Inc)

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