No Legal Proceedings. No Person shall have commenced or threatened to commence any Legal Proceeding challenging or seeking the recovery of a material amount of damages in connection with the Merger or seeking to prohibit or limit the exercise by Parent of any material right pertaining to its ownership of stock of the Surviving Corporation.
Appears in 47 contracts
Samples: Agreement and Plan of Merger And (Websense Inc), Agreement and Plan of Merger and Reorganization (Inhale Therapeutic Systems Inc), Voting Agreement (Entropic Communications Inc)
No Legal Proceedings. No Person shall have commenced or threatened to commence any Legal Proceeding challenging or seeking the recovery of a material amount of damages in connection with the Merger or seeking to prohibit or limit the exercise by Parent Merger Sub of any material right pertaining to its ownership of stock of the Surviving CorporationCompany Common Stock following the Merger.
Appears in 4 contracts
Samples: Agreement and Plan of Merger and Reorganization (Display Technologies Inc), Agreement and Plan of Merger and Reorganization (La Man Corporation), Agreement and Plan of Merger and Reorganization (Papais Lou A)
No Legal Proceedings. No Person shall have commenced or threatened to commence any Legal Proceeding challenging or seeking the recovery of a material amount of damages in connection with the Merger Acquisition or seeking to prohibit or limit the exercise by Parent Buyer of any material right pertaining to its ownership of stock of the Surviving Corporationassets acquired hereby.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Digital River Inc /De), Asset Purchase Agreement (Digital River Inc /De)
No Legal Proceedings. No Person shall have commenced or threatened to commence any Legal Proceeding (i) challenging or seeking the recovery of a material amount of damages in connection with the Merger or (ii) seeking to prohibit or limit the exercise by Parent of any material right pertaining to its ownership of stock of the Surviving Corporation, in each case which is reasonably expected to have a Material Adverse Effect on the business, condition, assets, liabilities, operations or financial performance of Parent or the Surviving Corporation following the consummation of the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Interwest Home Medical Inc), Agreement and Plan of Merger (Interwest Home Medical Inc)
No Legal Proceedings. No Person shall have commenced or threatened to commence any Legal Proceeding challenging or seeking the recovery of a material amount of damages in connection with the Merger or seeking to prohibit or limit the exercise by Parent of any material right pertaining to its ownership of stock of the Interim Surviving CorporationCorporation or the membership interests of the Surviving Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Poseida Therapeutics, Inc.), Agreement and Plan of Merger and Reorganization (Poseida Therapeutics, Inc.)
No Legal Proceedings. No Person shall have commenced or threatened to commence any Legal Proceeding (i) challenging or seeking the recovery of a material amount of damages in connection with the Merger or (ii) seeking to prohibit or limit the exercise by Parent of any material right pertaining to its ownership of stock of the Surviving Corporation, in each case which is reasonably expected to have a material adverse effect on the business, condition, assets, liabilities, operations or financial performance of Parent or the Surviving Corporation following the consummation of the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bonneville Pacific Corp), Agreement and Plan of Merger (PMR Corp)
No Legal Proceedings. No Person shall will have commenced or threatened to commence any Legal Proceeding challenging or seeking the recovery of a material amount of damages in connection with the Merger or seeking to prohibit or limit the exercise by Parent of any material right pertaining to its ownership of stock of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Quokka Sports Inc)
No Legal Proceedings. No Person shall have commenced or threatened to commence any Legal Proceeding challenging or seeking the recovery of a material amount of damages in connection with the Merger or seeking to prohibit or limit the exercise by Parent of any material right pertaining to its ownership of stock of the Surviving Corporation. SECTION 7.
Appears in 1 contract
Samples: Shareholder Agreement (Caere Corp)
No Legal Proceedings. No Person shall have commenced or threatened to commence any Legal Proceeding challenging or seeking the recovery of a material amount of damages in connection with the Merger or seeking to prohibit or limit the exercise by Parent Company of any material right pertaining to its ownership of stock of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (St. Bernard Software, Inc.)
No Legal Proceedings. No Person shall have commenced or threatened to commence any Legal Proceeding challenging or seeking the recovery of a material amount of damages in connection with the Merger or seeking to prohibit or limit the exercise by Parent any shareholder of the Company of any material right pertaining to its ownership of stock of the Surviving CorporationCommon Stock.
Appears in 1 contract
No Legal Proceedings. No Person shall have commenced or threatened to commence any Legal Proceeding challenging or seeking the recovery of a material amount of damages in connection with the Merger or seeking to prohibit or limit the exercise by Parent PhySource of any material right pertaining to its ownership of stock of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Halis Inc)
No Legal Proceedings. No Person shall have commenced or threatened to commence any Legal Proceeding challenging (a) challenging, or seeking the recovery of a material amount of damages in connection with with, the Merger or (b) seeking to prohibit or limit the exercise by Parent of any material right pertaining to its ownership of stock of the Surviving Corporation.
Appears in 1 contract
Samples: Employment Agreement (Lightspan Inc)
No Legal Proceedings. No Person shall have commenced or threatened to commence any Legal Proceeding challenging or seeking the recovery of a material amount of damages in connection with the Merger Transactions or seeking to prohibit or limit the exercise by Parent Seller of any material right pertaining to its ownership of stock of the Surviving CorporationPurchased Assets.
Appears in 1 contract
No Legal Proceedings. No Person shall have commenced or threatened to commence any Legal Proceeding challenging or seeking the recovery of a material amount of damages in connection with the Merger or seeking to prohibit or limit the exercise by Parent Corvas of any material right pertaining to its ownership of stock of the Surviving Corporation.
Appears in 1 contract
No Legal Proceedings. No Person shall have commenced or threatened to commence any Legal Proceeding challenging or seeking the recovery of a material amount of damages in connection with the Merger or seeking to prohibit or limit the exercise by Parent either of the Companies of any material right pertaining to its ownership of stock of the Surviving Corporation.. 6.10
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Halis Inc)
No Legal Proceedings. No Person shall have commenced or threatened to commence any Legal Proceeding challenging or seeking the recovery of a material amount of damages in connection with the Merger or seeking to prohibit or limit the exercise by Parent PRN of any material right pertaining to its ownership of stock of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Halis Inc)
No Legal Proceedings. No Person shall have commenced or threatened to commence any Legal Proceeding challenging or seeking the recovery of a material amount of damages in connection with the Lifelong Merger or seeking to prohibit or limit the exercise by Parent PROVIDENCE of any material right pertaining to its ownership of stock the assets of the Surviving CorporationLifelong.
Appears in 1 contract
No Legal Proceedings. No Person shall have commenced or threatened to commence any Legal Proceeding challenging or seeking the recovery of a material amount of damages in connection with the Merger or seeking to prohibit or limit the exercise by Parent PROVIDENCE of any material right pertaining to its ownership of stock the assets of the Surviving CorporationGOURMET.
Appears in 1 contract
No Legal Proceedings. No Person shall have commenced or threatened to commence any Legal Proceeding challenging or seeking the recovery of a material amount of damages in connection with the Merger or seeking to prohibit or limit the exercise by Parent Compass of any material right pertaining to its ownership of stock of the Surviving Corporation.. 6.11
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Halis Inc)
No Legal Proceedings. No Person shall have commenced or threatened to commence any Legal Proceeding challenging or seeking the recovery of a material amount of damages in connection with the Merger Acquisition or seeking to prohibit or limit the exercise by Purchaser or Parent of any material right pertaining to its ownership of stock of the Surviving CorporationPurchased Assets.
Appears in 1 contract
No Legal Proceedings. No Person shall have commenced or threatened to commence any Legal Proceeding challenging or seeking the recovery of a material amount of damages in connection with the Merger Acquisition or seeking to prohibit or limit the exercise by Parent VISTA of any material right pertaining to its ownership of stock of the Surviving CorporationGEOSURE or its assets.
Appears in 1 contract
Samples: Partnership Interest Purchase Agreement (Vista Information Solutions Inc)
No Legal Proceedings. No Person shall have commenced or threatened to commence any Legal Proceeding challenging or seeking the recovery of a material amount of damages in connection with the Merger or seeking to prohibit or limit the exercise by Parent SMG of any material right pertaining to its ownership of stock of the Surviving Corporation.. 6.10
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Halis Inc)
No Legal Proceedings. No Person shall have commenced or threatened to commence any Legal Proceeding challenging or seeking the recovery of a material amount of damages Damages or injunctive or other equitable relief in connection with the Merger or seeking to prohibit or limit the exercise by Parent of any material right pertaining to its ownership of stock of the Surviving Corporation.
Appears in 1 contract
No Legal Proceedings. No Person shall have commenced or threatened to commence any Legal Proceeding challenging or seeking the recovery of a material amount of damages in connection with the Merger or seeking to prohibit or limit the exercise by Parent NaviSite of any material right pertaining to its ownership of stock of the Surviving Corporation.
Appears in 1 contract
No Legal Proceedings. No Person shall have commenced or threatened to commence any Legal Proceeding challenging or seeking the recovery of a material amount of damages in connection with the Merger Transaction or seeking to prohibit or limit the exercise by Parent of any material right pertaining to its ownership of stock of the Surviving Corporation.
Appears in 1 contract
Samples: Stock Purchase Agreement (Asyst Technologies Inc /Ca/)
No Legal Proceedings. No Person shall have commenced or threatened to commence any Legal Proceeding challenging or seeking the recovery of a material amount of damages in connection with the Merger Sale or seeking to prohibit or limit the exercise by Parent the Purchaser of any material right pertaining to its ownership of stock of the Surviving CorporationCompany.
Appears in 1 contract
No Legal Proceedings. No Person shall have commenced or threatened to commence any Legal Proceeding challenging or seeking the recovery of a material amount of damages in connection with the Merger or seeking to prohibit or limit the exercise by Parent TTIS of any material right pertaining to its ownership of stock of the Surviving Corporation.
Appears in 1 contract
No Legal Proceedings. No Person shall have commenced or threatened to commence any Legal Proceeding challenging or seeking the recovery of a material amount of damages in connection with the Merger or seeking to prohibit or limit the exercise by Parent Buyer of any material right pertaining to its ownership of stock the assets of the Surviving CorporationCompany.
Appears in 1 contract
Samples: Agreement and Plan of Merger And (Digital River Inc /De)
No Legal Proceedings. No Person shall have commenced or threatened to commence any Legal Proceeding (a) challenging or seeking the recovery of a material amount of damages in connection with the Merger or Merger, (b) seeking to prohibit or limit the exercise by Parent of any material right pertaining to its ownership of stock of the Surviving Corporation, unless such Legal Proceeding does not have or would not reasonably be expected to have a Material Adverse Effect on the Company.
Appears in 1 contract
No Legal Proceedings. No Person shall have commenced or threatened to commence any Legal Proceeding challenging or seeking the recovery of a material amount of damages in connection with the Merger or seeking to prohibit or limit the exercise by Parent the Company of any material right pertaining to its ownership of stock of the Surviving Corporation.. 6.12
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Transcend Services Inc)
No Legal Proceedings. No Person shall have commenced or threatened to commence any Legal Proceeding challenging or seeking the recovery of a material amount of damages in connection with the Merger Acquisition or seeking to prohibit or limit the exercise by Parent Purchaser of any material right pertaining to its ownership of stock of the Surviving Corporation; provided, that Purchaser and Merger Sub shall not be entitled to rely on the failure of this condition to be satisfied if such Legal Proceeding was instituted by Purchaser, Ultimate Parent, Merger Sub, or any of their Affiliates.
Appears in 1 contract
No Legal Proceedings. No Person shall have commenced or threatened to commence any Legal Proceeding challenging or seeking the recovery of a material amount of damages in connection with the Merger transactions contemplated hereby or seeking to prohibit or limit the exercise by Parent Buyer of any material right pertaining to its ownership of stock securities of the Surviving CorporationValidity.
Appears in 1 contract
No Legal Proceedings. No Person shall have commenced or threatened to commence any Legal Proceeding challenging or seeking the recovery of a material amount of damages in connection with the Merger or seeking to prohibit or limit the exercise by Parent of any material right pertaining to its ownership of stock of the Surviving CorporationShares.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Zamba Corp)
No Legal Proceedings. No Government Body or other Person shall have commenced or threatened to commence any Legal Proceeding challenging or seeking the recovery of a material amount of damages in connection with the Merger or seeking to prohibit or limit the exercise by Parent of any material right pertaining to its ownership of stock of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Ditech Corp)
No Legal Proceedings. No Person shall have commenced or threatened to commence any Legal Proceeding challenging or seeking the recovery of a material amount of damages in connection with the Merger or seeking to prohibit or limit the exercise by Parent TGM of any material right pertaining to its ownership of stock of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Halis Inc)
No Legal Proceedings. No Person shall have commenced or threatened to commence any Legal Proceeding (other than any Legal Proceeding initiated by or on behalf of Parent or Merger Subs) challenging or seeking the recovery of a material amount of damages in connection with the Merger or seeking to prohibit or limit the exercise by Parent of any material right pertaining to its ownership of stock of the Surviving CorporationEntity.
Appears in 1 contract
No Legal Proceedings. No Person shall have commenced or threatened to commence any Legal Proceeding challenging or seeking the recovery of a material amount of damages in connection with the Merger Transaction or seeking to prohibit or limit the exercise by Parent the Shareholders of any material right pertaining to its ownership of stock of the Surviving CorporationTransaction.
Appears in 1 contract
Samples: Stock Purchase Agreement (Asyst Technologies Inc /Ca/)
No Legal Proceedings. No Person shall have commenced or threatened to commence any Legal Proceeding challenging or seeking the recovery of a material amount of damages Damages in connection with the Merger or seeking to prohibit or limit the exercise by Parent of any material right pertaining to its ownership of stock of the Surviving CorporationEntity.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Sbe Inc)
No Legal Proceedings. No Person shall have commenced or threatened to commence any Legal Proceeding challenging or seeking the recovery of a material amount of damages in connection with the Merger Mergers or seeking to prohibit or limit the exercise by Parent of any material right pertaining to its ownership of stock of the Surviving CorporationXxxxxx.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fisher Business Systems Inc)
No Legal Proceedings. No Person shall have commenced or threatened to commence any Legal Proceeding challenging or seeking the recovery of a material amount of damages in connection with the Merger or seeking to prohibit or limit the exercise by Parent of any material right pertaining to its ownership of stock of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger And (Dot Hill Systems Corp)
No Legal Proceedings. No Person Governmental Authority shall have commenced or threatened to commence and no Person shall have commenced any Legal Proceeding challenging or seeking the recovery of a material amount of damages in connection with the Merger or seeking to prohibit or limit the exercise by Parent of any material right pertaining to its ownership of stock of the Surviving Corporation.
Appears in 1 contract
Samples: V 7 Agreement and Plan of Merger And (Cypress Bioscience Inc)
No Legal Proceedings. No Person shall have commenced or threatened to commence any Legal Proceeding challenging or seeking the recovery of a material amount of damages in connection with the Merger transactions contemplated by this Agreement or seeking to prohibit or limit the exercise by Parent Asyst of any material right pertaining to its ownership of stock of the Surviving CorporationCompany.
Appears in 1 contract
Samples: Stock Purchase Agreement (Asyst Technologies Inc /Ca/)
No Legal Proceedings. No Person shall have commenced or threatened to commence any Legal Proceeding (i) challenging or seeking the recovery of a material amount of damages in connection with the Merger or (ii) seeking to prohibit or limit the exercise by Parent of any material right pertaining to its ownership of stock of the Surviving Corporation., in each case which is
Appears in 1 contract
No Legal Proceedings. No Governmental Body or other Person shall have commenced or threatened to commence any Legal Proceeding challenging or seeking the recovery of a material amount of damages in connection with the Merger or seeking to prohibit or limit the exercise by Parent of any material right pertaining to its ownership of stock of the Surviving CorporationCorporation or membership interests of the Surviving Entity.
Appears in 1 contract
Samples: Registration Rights Agreement (Cavium Networks, Inc.)
