Common use of No Other Litigation Clause in Contracts

No Other Litigation. There shall not be pending any Legal Proceeding in which there is a reasonable possibility of an outcome that would have a Material Adverse Effect on the Acquired Corporations or on Parent: (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 its subsidiaries any damages that may be material to Parent; (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 affect adversely the right of Parent, the Surviving Corporation or any subsidiary of Parent to own the assets or operate the business of the Company.

Appears in 7 contracts

Samples: Agreement and Plan of Merger (Cadence Design Systems Inc), 6 Agreement and Plan of Merger and Reorganization (Arris Pharmaceutical Corp/De/), Affiliate Agreement (Interactive Group Inc)

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No Other Litigation. There shall not be pending any Legal Proceeding in which there is a reasonable possibility of an outcome that would have a Material Adverse Effect on the Acquired Corporations or on Parent: (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 its subsidiaries any damages that may be material to Parent; , (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 affect adversely the right of Parent, the Surviving Corporation or any subsidiary of Parent to own the assets or operate the business of the Company.

Appears in 4 contracts

Samples: Agreement and Plan of Merger and Reorganization (Integrated Systems Consulting Group Inc), Agreement and Plan of Merger and Reorganization (Lipson David S), Agreement and Plan of Merger and Reorganization (Integrated Systems Consulting Group Inc)

No Other Litigation. There shall not be pending any Legal Proceeding in which there is a reasonable possibility of an outcome that would have a Material Adverse Effect on the Acquired Corporations Company or on Parent: (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 Parent, the Company or any of its subsidiaries any damages that may be material to Parentthe 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 adversely 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)

No Other Litigation. There shall not be pending any Legal Proceeding in by any Governmental Body (a) which there is a reasonable possibility of an outcome that would could reasonably be expected to have a Material Adverse Effect on the Acquired Corporations or on Parent: Company; (ab) challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated by this Agreement; (bc) relating to the Merger and seeking to obtain from Parent or any of its subsidiaries Parent Subsidiary, or the Company, any damages or other relief that may be material to Parent; (cd) 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 CorporationCompany; or (de) which which, if unfavorably adjudicated, would materially and adversely affect adversely the right of Parent, Parent or the Surviving Corporation or any subsidiary of Parent to own the assets or operate the business of the Company.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Volcano CORP), Agreement and Plan of Merger (Cypress Bioscience Inc)

No Other Litigation. There shall not be pending any Legal Proceeding in which there is a reasonable possibility of an outcome that would have a Material Adverse Effect on Parent or the Acquired Corporations or on ParentCompany: (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 or any of its subsidiaries the Company any damages that may be material to ParentParent or the Company; (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 affect adversely the right of Parent, Parent or the Surviving Corporation or any subsidiary of Parent to own the assets or operate the business of the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Medical Device Alliance Inc)

No Other Litigation. There shall not be pending any Legal Proceeding in which there is a reasonable possibility of an outcome that would have a Material Adverse Effect on the Acquired Corporations or on Parent: (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 its subsidiaries any damages that may be material to Parent; , (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 affect adversely the right of Parent, the Surviving Corporation or any subsidiary of Parent to own the assets or operate the business of the Company. SECTION 7.

Appears in 1 contract

Samples: Agreement and Plan of Merger And (First Consulting Group Inc)

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No Other Litigation. There shall not be pending any Legal Proceeding in which there is a reasonable possibility of an outcome that would have a Material Adverse Effect on the Acquired Corporations Parent or on Parentthe Company: (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 Parentthe Company; (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 affect adversely the right of Parent, the Surviving Corporation or any subsidiary of Parent to own the assets or operate the business of the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Megabios Corp)

No Other Litigation. There shall not be pending any Legal Proceeding in which there is a reasonable possibility of an outcome that would have a Material Adverse Effect on the Acquired Corporations Company or on Parent: (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 its subsidiaries any damages that may be material to Parent; (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 affect adversely the right of Parent, the Surviving Corporation or any subsidiary of Parent to own the assets or operate the business of the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Megabios Corp)

No Other Litigation. There shall not be pending any Legal Proceeding brought by a Person other than a Governmental Body that in which there is the reasonable judgment of Parent has a reasonable possibility substantial likelihood of an outcome that would have success, or brought by a Material Adverse Effect on the Acquired Corporations or on ParentGovernmental Body: (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 its subsidiaries any damages that may be material to Parent; , (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 affect adversely the right of Parent, the Surviving Corporation or any subsidiary of Parent to own the assets or operate the business of the Company.

Appears in 1 contract

Samples: Merger and Reorganization (Pharmacopeia Inc)

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