Common use of No Litigation, Etc Clause in Contracts

No Litigation, Etc. There shall not be any action, investigation, proceeding or litigation instituted, commenced, pending or threatened by or before any Governmental Authority that would, or that seeks to or is reasonably likely to, (i) restrain, enjoin, prevent, prohibit or make illegal the acquisition of some or all of the shares of Company Common Stock by Parent or Merger Sub or the consummation of the Merger or the other Transactions, (ii) impose limitations on the ability of Parent or its Affiliates effectively to exercise full rights of ownership of all shares of the Surviving Corporation including the right to vote all such shares on all matters properly presented to stockholders, (iii) restrain, enjoin, prevent, prohibit or make illegal, or impose limitations on, Parent's or any of its Affiliates' ownership or operation of all or any material portion of the businesses and assets of the Company or, as a result of the Transactions, restrain, enjoin, prevent, prohibit or make illegal, or impose limitations on, any portion of the business or assets of Parent or any of its Subsidiaries or , (iv) result in a Governmental Investigation being commenced or continued after the Effective Time or in Governmental Damages being imposed on the Surviving Corporation or Parent or any of their respective Affiliates, (v) as a result of the Transactions, compel Parent or any of its Affiliates to dispose of any shares of the Surviving Corporation or to dispose of or hold separate any material portion of the businesses or assets of the Company and its Subsidiaries (taken together as a whole), or (vi) impose damages (other than Governmental Damages referred to in the foregoing clause (iv) of this sentence) on Parent or any of its Subsidiaries or on the Company as a result of the Transactions in amounts that are material in relation to the Company or the Transactions. As used herein, (i) "Governmental Damages" shall mean (A) any penalties or fines paid or payable to a Governmental Authority or (B) any restitution paid or payable to a third party, in either case as a result of the (x) conviction (including as a result of the entry of a guilty plea, a consent judgment or a plea of nolo contendere) of the Company or any of its Subsidiaries of a crime or (y) a settlement with a Governmental Authority for the purpose of closing a Governmental Investigation; provided, however, that any de minimis penalties, fines or payments shall not be deemed to be Governmental Damages; and (ii) "Governmental Investigation" shall mean an investigation by a Governmental Authority for the purpose of imposing criminal sanctions.

No Litigation, Etc. There Other than as set forth in Section 4.9 of the Company Disclosure Schedules, there shall not be any action, investigation, proceeding or litigation instituted, commenced, commenced or pending or threatened by or before any Governmental Authority or arbitrator that would, or that seeks to or is reasonably likely to, (i) restrain, enjoin, prevent, prohibit or make illegal the acquisition of some or all of the shares of Company Common Stock by Parent or Merger Sub or the consummation of the Merger or the other Transactions, (ii) impose limitations on the ability of Parent or its Affiliates effectively to exercise full rights of ownership of all shares of the Surviving Corporation including the right to vote all such shares on all matters properly presented to stockholdersInterests following Closing, (iiiii) restrain, enjoin, prevent, prohibit or make illegal, or impose limitations on, Parent's ’s or any of its Affiliates' ’ ownership or operation of all or any material portion of the businesses businesses, properties and assets of the Company orCompany, (iii) as a result of the Transactions, restrain, enjoin, prevent, prohibit or make illegal, or impose limitations on, any portion of the business businesses or assets of Parent or any of its Subsidiaries or Subsidiaries, (iv) result in a Governmental Investigation being commenced or continued after the Effective Time Closing or in Governmental Damages being imposed on the Surviving Corporation Company, Sellers or Parent or any of their respective Affiliates, or (v) as a result of the Transactions, compel Parent or any of its Affiliates to dispose of any shares of the Surviving Corporation Interests or to dispose of or hold separate any material portion of the businesses business or assets of the Company or any portion of the businesses or assets of Parent and its Subsidiaries (taken together as a whole), or (vi) impose damages (other than Governmental Damages referred to in the foregoing clause (iv) of this sentence) on Parent or any of its Subsidiaries or on the Company as a result of the Transactions in amounts that are material in relation to the Company or the TransactionsSubsidiaries. As used herein, (i) "“Governmental Damages" ” shall mean (A) any penalties or fines paid or payable to a Governmental Authority or (B) any restitution paid or payable to a third party, in either case as a result of the (x) conviction (including as a result of the entry of a guilty plea, a consent judgment or a plea of nolo contendere) of the Company or any of its Subsidiaries of a crime or (y) a settlement with a Governmental Authority for the purpose of closing a Governmental Investigation; provided, however, that any de minimis penalties, fines or payments shall not be deemed to be Governmental Damages; and (ii) "“Governmental Investigation" ” shall mean an investigation by a Governmental Authority for the purpose of imposing criminal sanctions.

No Litigation, Etc. There shall not be any action, investigation, proceeding or litigation instituted, commenced, pending or threatened by or before any Governmental Authority or arbitrator that would, or that seeks to or is reasonably likely to, (i) restrain, enjoin, prevent, prohibit or make illegal the acquisition of some or all of the shares of Company Common Stock Shares and Acquired Assets by Parent or Merger Sub Buyer or the consummation of the Merger or the other Transactions, (ii) impose limitations on the ability of Parent Buyer or its Affiliates effectively to exercise full rights of ownership of all shares of the Surviving Corporation Shares, including the right to vote all such shares on all matters properly presented to stockholdersshares, (iii) restrain, enjoin, prevent, prohibit or make illegal, or impose limitations on, Parent's illegal Buyer’s or any of its Affiliates' ’ ownership or operation of all or any material portion of the businesses and assets of the Company orBusiness, (iv) as a result of the Transactions, restrain, enjoin, prevent, prohibit or make illegal, or impose limitations on, illegal any portion of the business businesses or assets of Parent Buyer or any of its Subsidiaries or , (iv) result in a Governmental Investigation being commenced or continued after the Effective Time Closing or in Governmental Damages being imposed on the Surviving Corporation Acquired Entities or Parent Buyer or any of their respective its Affiliates, (v) as a result of the Transactions, compel Parent Buyer or any of its Affiliates to dispose of any shares of the Surviving Corporation Shares or to dispose of or hold separate any material portion of the businesses Business or any portion of the business or assets of the Company Buyer and its Subsidiaries (taken together as a whole)Subsidiaries, or (vi) impose material damages (other than Governmental Damages referred to in the foregoing clause (iv) of this sentence) on Parent Buyer or any of its Subsidiaries or on the Company Acquired Entities as a result of the Transactions in amounts that are material in relation to the Company or the Transactions. As used herein, (i) "“Governmental Damages" ” shall mean (A) any penalties or fines paid or payable to a Governmental Authority or (B) any restitution paid or payable to a third party, in either case as a result of the (x) conviction (including as a result of the entry of a guilty plea, a consent judgment or a plea of nolo contendere) of the Company or any of its Subsidiaries the Acquired Entities of a crime or (y) a settlement with a Governmental Authority for the purpose of closing a Governmental Investigation; provided, however, that any de minimis penalties, fines or payments shall not be deemed to be Governmental Damages; and (ii) "“Governmental Investigation" ” shall mean an investigation by a Governmental Authority for the purpose of imposing criminal sanctions.

No Litigation, Etc. There shall not be any action, investigation, proceeding or litigation instituted, commenced, commenced or pending or threatened by or before any Governmental Authority or arbitrator that would, or that seeks to or is reasonably likely to, (i) restrain, enjoin, prevent, prohibit or make illegal the acquisition of some or all of the shares of Company Common Stock Membership Interests by Parent or Merger Sub or the consummation of the Merger or the other Transactions, (ii) impose limitations on the ability of Parent or its Affiliates effectively to exercise full rights of ownership of all shares membership interests of the Surviving Corporation including the right to vote all such shares on all matters properly presented to stockholdersCompany, (iii) restrain, enjoin, prevent, prohibit or make illegal, or impose limitations on, Parent's ’s or any of its Affiliates' ’ ownership or operation of all or any material portion of the businesses businesses, properties and assets of the Company orand its Subsidiaries, taken together as a whole, (iv) as a result of the Transactions, restrain, enjoin, prevent, prohibit or make illegal, or impose limitations on, any portion of the business businesses or assets of Parent or any of its Subsidiaries or Subsidiaries, (ivv) result in a Governmental Investigation (defined below in this subsection) being commenced or continued after the Effective Time or in Governmental Damages (defined below in this subsection) being imposed on the Surviving Corporation Company or Parent or any of their respective Affiliates, or (vvi) as a result of the Transactions, compel Parent or any of its Affiliates to dispose of any shares of membership interests in the Surviving Corporation Company or to dispose of or hold separate any material portion of the businesses business or assets of the Company or any portion of the businesses or assets of Parent and its Subsidiaries (taken together as a whole), or (vi) impose damages (other than Governmental Damages referred to in the foregoing clause (iv) of this sentence) on Parent or any of its Subsidiaries or on the Company as a result of the Transactions in amounts that are material in relation to the Company or the TransactionsSubsidiaries. As used herein, (i) "“Governmental Damages" ” shall mean (A) any penalties or fines paid or payable to a Governmental Authority or (B) any restitution paid or payable to a third party, in either case as a result of the (x) conviction (including as a result of the entry of a guilty plea, a consent judgment or a plea of nolo contendere) of the Company or any of its Subsidiaries of a crime or (y) a settlement with a Governmental Authority for the purpose of closing a Governmental Investigation; provided, however, that any de minimis penalties, fines or payments shall not be deemed to be Governmental Damages; and (ii) "“Governmental Investigation" ” shall mean an investigation by a Governmental Authority for the purpose of imposing criminal sanctions.

No Litigation, Etc. There shall not be any action, investigation, proceeding or litigation instituted, commenced, pending or threatened by or before any Governmental Authority or arbitrator that would, or that seeks to or is reasonably likely to, (i) restrain, enjoin, prevent, prohibit or make illegal the acquisition of some or all of the shares of Company Common Stock Units by Parent or Merger Sub or the consummation of the Merger or the other Transactions, (ii) impose limitations on the ability of Parent or its Affiliates effectively to exercise full rights of ownership of all shares of the Surviving Corporation Company including the right to vote all such shares on all matters properly presented to stockholdersunitholders, (iii) restrain, enjoin, prevent, prohibit or make illegal, or impose limitations on, Parent's ’s or any of its Affiliates' ’ ownership or operation of all or any material portion of the businesses and assets of the Company orand its Subsidiaries, taken together as a whole), (iv) as a result of the Transactions, restrain, enjoin, prevent, prohibit or make illegal, or impose limitations on, any portion of the business businesses or assets of Parent or any of its Subsidiaries or would, (iv) or is reasonably likely to, result in a Governmental Investigation of being commenced or continued after the Effective Time or in Governmental Damages being imposed on the Surviving Corporation company or Parent or any of their respective Affiliates, (v) as a result of the Transactions, compel Parent or any of its Affiliates to dispose of any shares of the Surviving Corporation company or to dispose of or hold separate any material portion of the businesses or assets of the Company and its Subsidiaries (taken together as a whole)) or any Portion of the business or assets of Parent and its Subsidiaries, or (vi) impose damages (other than Governmental Damages referred to in the foregoing clause (iv) of this sentence) on Parent Parent, the Company or any of its their respective Subsidiaries or on the Company as a result of the Transactions in amounts that are material in relation to the Company or the Transactions. As used herein, (i) "“Governmental Damages" ” shall mean (A) any penalties or fines paid or payable to a Governmental Authority or (B) any restitution paid or payable to a third party, in either case as a result of the (x) conviction (including as a result of the entry of a guilty plea, a consent judgment or a plea of nolo contendere) of the Company or any of its Subsidiaries of a crime or (y) a settlement with a Governmental Authority for the purpose of closing a Governmental Investigation; provided, however, that any de minimis penalties, fines or payments shall not be deemed to be Governmental Damages; and (ii) "Governmental Investigation" shall mean an investigation by a Governmental Authority for the purpose of imposing criminal sanctions.