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, the Company or any of its subsidiaries any damages that may be material to the combined company after the Effective Time; (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; or (d) which would materially and adversely affect the right of Parent, the Surviving Corporation or any subsidiary of Parent to own the assets or operate the business of Parent or of the Company.

Appears in 2 contracts

Samples: Merger Agreement (Paradigm Technology Inc /De/), Merger Agreement (Abb Asea Brown Boveri LTD)

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No Governmental Litigation. There shall not be pending or threatened any Legal Proceeding in which a Governmental Body Authority is or is threatened to become a party or is otherwise involvedparty: (a) challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated by this Agreementthereby; (b) relating to the Merger and seeking to obtain from Parent, Parent or the Company or any of its their respective subsidiaries any damages that may be material to Parent and the combined company after Parent Subsidiaries taken as a whole or the Effective TimeCompany; (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; or (d) which would materially and adversely affect the right of Parent, the Surviving Corporation or any subsidiary of Parent to own the assets or operate the business of Parent or of the Company.

Appears in 2 contracts

Samples: Escrow Agreement (Andataco), Employment Agreement (Ipl 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 501 Merger or any of the other transactions contemplated by this Agreement; (b) relating to the 501 Merger and seeking to obtain from Parent, the 501 Company or any of its subsidiaries any damages that may be material to the combined company after the Effective Time501 Company; (c) seeking to prohibit or limit in any material respect Parent's the ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the Surviving Corporation; or (d) which would materially and adversely affect the right of the Parent, the Surviving Corporation or any subsidiary of the Parent to own the assets or operate the business of Parent or of the 501 Company.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Empire Global Corp.), Agreement and Plan of Merger (Empire Global 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 involvedparty: (a) challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated by this Agreementthereby; (b) relating to the Merger and seeking to obtain from Parent, Parent or the Company or any of its their respective subsidiaries any damages that may be material to Parent or the combined company after the Effective TimeCompany and its respective subsidiaries taken as a whole; (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; or (d) which would materially and adversely affect the right of Parent, the Surviving Corporation or any subsidiary of Parent to own the assets or operate the business of Parent or of the Company.. 7.15

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 Investor nor the Company shall have received any communication from any Governmental Body and 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, the Company or any of its subsidiaries any damages that may be material to the combined company after the Effective Time; (c) seeking to prohibit or limit in any material respect Parent's Investor’s ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the Surviving CorporationCompany or any of its Subsidiaries; or (dc) which which, if unfavorably adjudicated, would materially and adversely affect the right of Parent, Investor or the Surviving Corporation Company or any subsidiary of Parent their respective Affiliates to own the assets or operate the business of Parent the Company or any of the Companyits Subsidiaries.

Appears in 1 contract

Samples: Securities Purchase Agreement (Gordon Biersch Brewery Restaurant Group, 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 involvedparty: (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, the Company Parent or any of the Company and its subsidiaries Subsidiaries any damages or other relief in connection with the Merger that may be material to Parent or the combined company after the Effective TimeCompany and its Subsidiaries; (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; or (d) which would materially seeking to compel any of the Company and adversely affect the right its Subsidiaries, Parent or any Subsidiary of Parent, to dispose of or hold separate any material assets, as a result of the Surviving Corporation Merger or any subsidiary of Parent to own the assets or operate the business of Parent or of the Companyother transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Escrow Agreement (Millennial Media 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 AgreementAgreement or the Related Agreements; (b) relating to the Merger and seeking to obtain from ParentParent or any of its Subsidiaries, or the Company or any of its subsidiaries Subsidiaries, any damages or other relief that may be material to the combined company after the Effective TimeParent; (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 CorporationCompany or any of its Subsidiaries; or (d) which would materially and adversely affect the right of Parent, Parent or the Surviving Corporation Company or any subsidiary Subsidiary of Parent to own the assets or operate the business of Parent the Company or any of the Companyits Subsidiaries.

Appears in 1 contract

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

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