Common use of No Governmental Litigation Clause in Contracts

No Governmental Litigation. There shall not be pending or overtly threatened in writing any Legal Proceeding brought or initiated (or overtly threatened in writing to be brought or initiated) by a Governmental Body: (a) challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other Contemplated Transactions; (b) relating to the Merger or any of the other Contemplated Transactions 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, transfer, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the Surviving Corporation; (d) that would materially and adversely affect the right or ability of Parent or any of the Acquired Corporations to own the assets or operate the business of any of the Acquired Corporations; (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 Contemplated Transactions; or (f) seeking to impose (or that would result in the imposition of) any criminal sanctions or criminal liability on Parent or any of the Acquired Corporations.

No Governmental Litigation. There shall not be pending or overtly threatened any Proceeding by any Governmental Entity, in writing any Legal Proceeding brought or initiated each case that has a reasonable likelihood of success, (or overtly threatened in writing to be brought or initiated) by a Governmental Body: (ai) challenging the acquisition by Parent or Merger Sub of any Company Ordinary Shares, seeking to restrain or prohibit the consummation of the Merger or any of the other Contemplated Transactions; (b) relating to the Merger Transaction or any of the other Contemplated Transactions and seeking to obtain from the Company, Parent or any of the Acquired Corporations Merger Sub any damages or other relief that may be are material in relation to Parent or the Acquired Corporations; Company and the Company Subsidiaries taken as a whole, (cii) seeking to prohibit or limit the ownership or operation by the Company, Parent or any of their respective subsidiaries of any material portion of the business or assets of the Company, Parent or any of their respective subsidiaries, taken as a whole, (iii) seeking to impose limitations on the ability of Parent to acquire or hold, or exercise full rights of ownership of, any Company Ordinary Shares, including the right to vote the Company Ordinary Shares purchased by it on all matters properly presented to the shareholders of the Company, (iv) seeking to prohibit Parent or any of its subsidiaries from effectively controlling in any material respect Parent’s ability to vote, transfer, receive dividends with respect to the business or otherwise exercise ownership rights with respect to the stock operations of the Surviving Corporation; Company and the Company Subsidiaries, or (dv) that would materially and adversely affect seeking to impose damages on Parent, the right or ability of Parent Company or any of the Acquired Corporations to own the assets or operate the business of any of the Acquired Corporations; (e) seeking to compel any of the Acquired Corporations, Parent or any Subsidiary of Parent to dispose of or hold separate any material assets their respective subsidiaries as a result of the Merger Transactions in amounts that are material in relation to the Company or any of the other Contemplated Transactions; or (f) seeking to impose (or that would result in the imposition of) any criminal sanctions or criminal liability on Parent or any of the Acquired Corporations.

No Governmental Litigation. There shall not be pending or overtly threatened in writing any Legal Proceeding brought or initiated (or overtly threatened in writing to be brought or initiated) by which a Governmental BodyBody is a party, and neither Parent nor any Acquired Corporation shall have received any written communication from any Governmental Body in which such Governmental Body indicates a material likelihood 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 Contemplated Transactionstransactions contemplated by this Agreement; (b) relating to the Merger or any of the other Contemplated Transactions transactions contemplated by this Agreement 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, transfer, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the Surviving Corporation; (d) that would could materially and adversely affect the right or ability of Parent or any of the Acquired Corporations to own the assets or operate the business of any of the Acquired Corporations; (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 Contemplated Transactionstransactions contemplated by this Agreement; or (f) seeking to impose (or that would could result in the imposition of) any criminal sanctions or criminal liability on Parent or any of the Acquired Corporations.

No Governmental Litigation. There shall not be pending or overtly threatened in writing any Legal Proceeding brought or initiated (or overtly threatened in writing to be brought or initiated) by which a Governmental BodyBody 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 that the commencement of any Legal Proceeding or taking of any other action is reasonably likely: (a) challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other Contemplated Transactionstransactions contemplated by this Agreement; (b) relating to the Merger or any of the other Contemplated Transactions and seeking to obtain from Parent or any of the Acquired Corporations Corporations, any damages or other relief that may could reasonably be material expected to have a Material Adverse Effect on Parent or a Material Adverse Effect on the Acquired Corporations; (c) seeking to prohibit or limit in any material respect Parent’s 's ability to vote, transfer, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the Surviving Corporation; (d) that would could materially and adversely affect the right or ability of Parent or any of the Acquired Corporations to own the assets or operate the business of any 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 Contemplated Transactions; or (f) seeking to impose (or that would result in the imposition of) any criminal sanctions or criminal liability on Parent or any of the Acquired Corporationstransactions contemplated by this Agreement.

No Governmental Litigation. There shall not be pending or overtly threatened in writing any Legal Proceeding brought or initiated (or overtly threatened in writing to be brought or initiated) by which a Governmental BodyBody is or is threatened to become a party: (a) challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other Contemplated Transactions; (b) relating to the Merger or any of the other Contemplated Transactions and seeking to obtain from Parent or any of the Acquired Corporations any damages or other monetary relief that may be material to Parent or in excess of $40,000,000 in the Acquired Corporationsaggregate; (c) seeking to prohibit or limit in any material respect Parent’s ability to vote, transfer, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the Surviving Corporation; (d) that would could materially and adversely affect the right or ability of Parent or any of the Acquired Corporations to own the assets or operate the business of any of the Acquired Corporations; (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 Contemplated Transactions; or (f) seeking to impose (or that would could result in the imposition of) any criminal sanctions or criminal liability on Parent any of the Acquired Corporations or any of the officers or directors of any of the Acquired Corporations.

No Governmental Litigation. There shall not be pending or overtly threatened in writing any Legal Proceeding brought or initiated (or overtly threatened in writing to be brought or initiated) by which a Governmental BodyBody is or is threatened to become a party or a participant: (a) challenging or seeking to restrain restrain, prohibit, rescind or prohibit unwind the consummation of the Merger or any of the other Contemplated Transactionstransactions contemplated by this Agreement; (b) relating to the Merger or any of the other Contemplated Transactions transactions contemplated by this Agreement and seeking to obtain from Parent or any of its Subsidiaries or any of the Acquired Corporations any damages or other relief that may could reasonably be expected to be material to Parent or the Acquired Corporations; (c) seeking to prohibit or limit in any material respect Parent’s the ability of Parent or any affiliate of Parent to vote, transfer, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock share capital of the Surviving Corporation; (d) that would could materially and adversely affect the right or ability of Parent, any affiliate of Parent or any of the Acquired Corporations to own any of the material assets or operate the business of any of the Acquired Corporations; (e) seeking to compel any of the Acquired Corporations, Parent or any Subsidiary of Parent to dispose of or hold separate any material assets or business as a result of the Merger or any of the other Contemplated Transactionstransactions contemplated by this Agreement; or (f) seeking to impose (or that would that, if adversely determined, could reasonably be expected to result in the imposition of) any criminal sanctions or criminal liability on Parent or any of the Acquired Corporations.imposition

No Governmental Litigation. There shall not be pending or overtly threatened in writing any Legal Proceeding brought or initiated (or overtly threatened in writing to be brought or initiated) by which a Governmental BodyBody 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 a material likelihood 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 Contemplated Transactionstransactions contemplated by this Agreement; (b) relating to the Merger or any of the other Contemplated Transactions transactions contemplated by this Agreement 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, transfer, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the Surviving Corporation; (d) that would reasonably be expected to materially and adversely affect the right or ability of Parent or any of the Acquired Corporations to own the assets or operate the business of any of the Acquired Corporations, taken as a whole, or the business of the Acquired Corporations, taken as a whole; (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 Contemplated Transactionstransactions contemplated by this Agreement; or (f) seeking to impose (or that would reasonably be expected to result in the imposition of) any material liability or criminal sanctions on any of the Acquired Corporations or criminal liability on Parent any of the officers or directors of any of the Acquired Corporations.

No Governmental Litigation. There shall not be pending or overtly threatened in writing any Legal Proceeding brought or initiated (or overtly threatened in writing to be brought or initiated) by which a Governmental BodyBody is or is threatened to become a party: (a) challenging or seeking to restrain restrain, prohibit, rescind or prohibit unwind the consummation of the Merger or any of the other Contemplated Transactions; (b) relating to the Merger or any of the other Contemplated Transactions and seeking to obtain from Parent or any of the Acquired Corporations any damages or other relief that may would reasonably be expected to be material to Parent or the Acquired Corporations; (c) seeking to prohibit or limit in any material respect Parent’s ability to vote, transfer, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the Surviving Corporation; (d) that would could materially and adversely affect the right or ability of Parent or any of the Acquired Corporations to own any of the material assets or operate the business of any of the Acquired Corporations; (e) seeking to compel any of the Acquired Corporations, Parent Corporations or any Subsidiary of Parent Acquiring Corporations to dispose of or hold separate any material assets or business as a result of the Merger or any of the other Contemplated Transactions; or (f) seeking to impose (or that would could result in the imposition of) any criminal sanctions or criminal liability on Parent or any of the Acquired Corporations.

No Governmental Litigation. There shall not be pending or overtly threatened in writing any Legal Proceeding brought or initiated (or overtly threatened in writing to be brought or initiated) by which a Governmental Body is or is threatened to become a party, 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 Contemplated Transactionstransactions contemplated by this Agreement; (b) relating to the Merger or any of the other Contemplated Transactions and seeking to obtain from Parent or any of its Subsidiaries or the Acquired Corporations Company 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 ability to vote, transfer, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the Surviving CorporationCompany; (d) that which would materially and adversely affect the right or ability of Parent or the Company or any of the Acquired Corporations its Subsidiaries to own the assets or operate the business of any of the Acquired CorporationsCompany; (e) seeking to compel any which would materially limit Company Equity Participant’s ownership and enjoyment of the Acquired CorporationsParent Common Stock, the Parent or any Subsidiary of Parent to dispose of or hold separate any material assets Preferred Stock, the Assumed Preferred Warrants, as a result of the Merger or any of the other Contemplated Transactionsapplicable; or (f) challenging or seeking to impose (constrain or that would result prohibit the use of any federal or state securities law exemptions anticipated to be utilized in connection with the imposition of) any criminal sanctions or criminal liability on Parent or any of the Acquired CorporationsMerger.

No Governmental Litigation. There shall not be pending or overtly threatened any suit, action or proceeding by any Governmental Entity, and neither Parent nor Company shall have received any communication from any Governmental Entity in writing which such Governmental Entity indicates the probability of commencing any Legal Proceeding brought or initiated taking any other action, (or overtly threatened in writing to be brought or initiated) by a Governmental Body: (ai) challenging the acquisition by Parent or Merger Sub of any shares of Company Common Stock, seeking to restrain or prohibit the consummation of the Merger Merger, or any seeking to place limitations on the ownership of shares of Company Common Stock (or shares of common stock of the other Contemplated Transactions; (bSurviving Corporation) relating to the by Parent or Merger Sub or any of the other Contemplated Transactions and seeking to obtain from Company, Parent or any of the Acquired Corporations Merger Sub any damages or other relief that may be are material in relation to Parent or the Acquired Corporations; Company, (cii) seeking to prohibit or materially limit in any material respect Parent’s ability to votethe ownership or operation by Company, transfer, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the Surviving Corporation; (d) that would materially and adversely affect the right or ability of Parent or any of the Acquired Corporations to own the assets or operate the business Parent's Subsidiaries of any material portion of the Acquired Corporations; (e) seeking to compel any business or of the Acquired Corporationsany assets of Company, Parent or any Subsidiary of Parent's Subsidiaries, or to compel Company, Parent or any of Parent's Subsidiaries to dispose of divest or hold separate any material portion of any business or of any assets of Company, Parent or any of Parent's Subsidiaries, as a result of the Merger or any of the other Contemplated Transactions; or (fiii) seeking to impose (or that would result in the imposition of) any criminal sanctions or criminal liability on prohibit Parent or any of its Subsidiaries from effectively controlling in any material respect the Acquired Corporationsbusiness or operations of Company.

No Governmental Litigation. There shall not be pending or overtly threatened in writing any Legal Proceeding brought in which a Governmental Body is or initiated (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 writing to be brought which such Governmental Body indicates the probability of commencing any Legal Proceeding or initiated) by a Governmental Bodytaking any other action: (a) challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other Contemplated TransactionsMerger; (b) relating to the Merger or any of the other Contemplated Transactions and seeking to obtain from Parent or any of its Subsidiaries, or any of the Acquired Corporations Corporations, any damages or other relief that may would be material to Parent or the Acquired CorporationsParent; (c) seeking to prohibit or limit in any material respect Parent’s 's ability to vote, transfer, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of any of the Surviving CorporationAcquired Corporations; (d) that would which would 46. materially and adversely affect the right or ability of Parent or any of the Acquired Corporations to own the assets or operate the business of any of the Acquired Corporations; or (e) seeking to compel any of Parent or the Acquired CorporationsCompany, Parent or any Subsidiary of Parent or the Company, to dispose of or hold separate any material assets as a result of the Merger or any of the other Contemplated Transactions; or (f) seeking to impose (or that would result in the imposition of) any criminal sanctions or criminal liability on Parent or any of the Acquired Corporationstransactions contemplated by this Agreement.

No Governmental Litigation. There shall not be pending or overtly threatened in writing any Legal Proceeding brought in which a Governmental Body is or initiated (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 writing to be brought which such Governmental Body indicates the probability of commencing any Legal Proceeding or initiated) by a Governmental Bodytaking any other action: (a) challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other Contemplated TransactionsMerger; (b) relating to the Merger or any of the other Contemplated Transactions and seeking to obtain from Parent or any of its Subsidiaries, or any of the Acquired Corporations Corporations, any damages or other relief that may would be material to Parent or the Acquired CorporationsParent; (c) seeking to prohibit or limit in any material respect Parent’s 's ability to vote, transfer, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of any of the Surviving CorporationAcquired Corporations; (d) that which would materially and adversely affect the right or ability of Parent or any of the Acquired Corporations to own the assets or operate the business of any of the Acquired Corporations; or (e) seeking to compel any of Parent or the Acquired CorporationsCompany, Parent or any Subsidiary of Parent or the Company, to dispose of or hold separate any material assets as a result of the Merger or any of the other Contemplated Transactions; or (f) seeking to impose (or that would result in the imposition of) any criminal sanctions or criminal liability on Parent or any of the Acquired Corporationstransactions contemplated by this Agreement.

No Governmental Litigation. There shall not be pending or overtly threatened any suit, action or proceeding by any Governmental Entity, and neither Parent nor Company shall have received any communication from any Governmental Entity in writing which such Governmental Entity indicates the probability of commencing any Legal Proceeding brought or initiated taking any other action, (or overtly threatened in writing to be brought or initiated) by a Governmental Body: (ai) challenging the acquisition by Parent or Merger Sub of any shares of Company Common Stock, seeking to restrain or prohibit the consummation of the Merger Merger, or any seeking to place limitations on the ownership of shares of Company Common Stock (or shares of common stock of the other Contemplated Transactions; (bSurviving Corporation) relating to the by Parent or Merger Sub or any of the other Contemplated Transactions and seeking to obtain from Company, Parent or any of the Acquired Corporations Merger Sub any damages or other relief that may be are material in relation to Parent or the Acquired Corporations; Company, (cii) seeking to prohibit or materially limit in any material respect Parent’s ability to votethe ownership or operation by Company, transfer, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the Surviving Corporation; (d) that would materially and adversely affect the right or ability of Parent or any of the Acquired Corporations to own the assets or operate the business Parent’s Subsidiaries of any material portion of the Acquired Corporations; (e) seeking to compel any business or of the Acquired Corporationsany assets of Company, Parent or any Subsidiary of Parent’s Subsidiaries, or to compel Company, Parent or any of Parent’s Subsidiaries to dispose of divest or hold separate any material portion of any business or of any assets of Company, Parent or any of Parent’s Subsidiaries, as a result of the Merger or any of the other Contemplated Transactions; or (fiii) seeking to impose (or that would result in the imposition of) any criminal sanctions or criminal liability on prohibit Parent or any of its Subsidiaries from effectively controlling in any material respect the Acquired Corporationsbusiness or operations of Company.

No Governmental Litigation. There shall not be pending or overtly threatened any Proceeding in writing any Legal Proceeding brought or initiated (or overtly threatened in writing to be brought or initiated) by which a Governmental BodyBody is or is threatened to become a party or is otherwise involved or either Parent or the Company shall have received a communication from any Governmental Body in which such Governmental Body indicates the intention of commencing any Proceeding or taking any other action: (ai) challenging or seeking to restrain restrain, prohibit, rescind or prohibit unwind the consummation of the Merger or any of the other Contemplated Transactionstransactions contemplated by the Agreement; (bii) relating to the Merger or any of the other Contemplated Transactions transactions contemplated by the Agreement and seeking to obtain from Parent or any of the Acquired Corporations Company, any damages or other relief that may be material to Parent or the Acquired CorporationsCompany; (ciii) seeking to prohibit or limit in any material respect Parent’s or Acquisition Sub’s ability to vote, transfer, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the Surviving Corporation; (div) that would could materially and adversely affect the right or ability of Parent or any of the Acquired Corporations Company to own the assets Assets or operate the business of any of the Acquired CorporationsCompany; (ev) seeking to compel any of the Acquired CorporationsCompany, Parent or any Subsidiary of Parent to dispose of or hold separate any material assets Assets as a result of the Merger or any of the other Contemplated Transactionstransactions contemplated by the Agreement; or (fvi) seeking to impose (or that would could result in the imposition of) any criminal sanctions or criminal liability on Parent or any of the Acquired CorporationsCompany.

No Governmental Litigation. There shall not be pending or overtly threatened in writing any Legal Proceeding brought or initiated (or overtly threatened in writing to be brought or initiated) by which a Governmental BodyBody is or is threatened to become a party or a participant: (a) challenging or seeking to restrain restrain, prohibit, rescind or prohibit unwind the consummation of the Merger or any of the other Contemplated Transactions; (b) relating to the Merger or any of the other Contemplated Transactions and seeking to obtain from Parent or any of its Subsidiaries or any of the Acquired Corporations any damages or other relief that may could reasonably be expected to be material to Parent or the Acquired Corporations; (c) seeking to prohibit or limit in any material respect Parent’s the ability of Parent or any affiliate of Parent to vote, transfer, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock share capital of the Surviving CorporationCompany; (d) that would could materially and adversely affect the right or ability of Parent, any affiliate of Parent or any of the Acquired Corporations to own any of the material assets or operate the business of any of the Acquired Corporations; (e) seeking to compel any of the Acquired Corporations, Parent or any Subsidiary of Parent to dispose of or hold separate any material assets or business as a result of the Merger or any of the other Contemplated Transactionstransactions contemplated by this Agreement; or (f) seeking to impose (or that would that, if adversely determined, could reasonably be expected to result in the imposition of) any criminal sanctions or criminal liability on Parent or any of the Acquired Corporations. For purposes of this Section 6.9, a Governmental Body shall not be deemed to be a “party” or “participant” in a Legal Proceeding if the Legal Proceeding involves only non-governmental parties and the exclusive role played by such Governmental Body in such Legal Proceeding is that of court or judge.

No Governmental Litigation. There shall not be pending or overtly threatened in writing any Legal Proceeding brought or initiated (or overtly threatened in writing to be brought or initiated) by which a Governmental BodyBody is or is threatened to become a party: (a) challenging or seeking to restrain restrain, prohibit, rescind or prohibit unwind the consummation of the Merger Arrangement or any of the other Contemplated Transactions; (b) relating to the Merger Arrangement or any of the other Contemplated Transactions and seeking to obtain from Parent or any of the Acquired Corporations any damages or other relief that may would reasonably be expected to be material to Parent or the Acquired Corporations; (c) seeking to prohibit or limit in any material respect Parent’s ability to vote, transfer, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the Surviving CorporationCompany; (d) that would could materially and adversely affect the right or ability of Parent or any of the Acquired Corporations to own any of the material assets or operate the business of any of the Acquired Corporations; (e) seeking to compel any of the Acquired Corporations, Parent or any Subsidiary of Parent to dispose of or hold separate any material assets or business as a result of the Merger Arrangement or any of the other Contemplated Transactions; or (f) seeking to impose (or that would could result in the imposition of) any criminal sanctions or criminal liability on Parent or any of the Acquired Corporations.