Common use of No Pending Action Clause in Contracts

No Pending Action. (i) There shall not be instituted, pending or threatened any action, investigation or proceeding by any Governmental Authority, and (ii) there shall not be instituted or pending any action or proceeding by any other person, domestic or foreign, before any Governmental Authority that, in the case of (ii), is reasonably determined by Purchaser to have a substantial likelihood of being successful in (a) challenging or seeking to make illegal, to delay materially or otherwise, directly or indirectly, to restrain EXECUTION VERSION CONFIDENTIAL TREATMENT REQUESTED REDACTED VERSION or prohibit the consummation of the transactions contemplated by this Agreement or any Transaction Document, seeking to obtain material damages or imposing any material adverse conditions in connection therewith or otherwise, directly or indirectly relating to the transactions contemplated by this Agreement or any Transaction Document, (b) seeking to restrain, prohibit or delay the exercise of full rights of ownership or operation by Purchaser or its Affiliates of all or any portion of the business or assets of the Company and any of the Company Subsidiaries or of Purchaser or any of its Affiliates, or to compel Purchaser or any of its Affiliates to dispose of or hold separate all or any material portion of the business or assets of the Company or any of the Company Subsidiaries or of Purchaser or any of its Affiliates, (c) seeking to impose or confirm material limitations on the ability of Purchaser or any of its Affiliates to exercise full rights of the ownership of the equity interests of the Company, including, without limitation, the right to vote the capital stock of the Company acquired or owned by Purchaser or any of its Affiliates on all matters properly presented to the holders of such equity interests, (d) seeking to require divestiture by Purchaser or any of its Affiliates of the equity interests of the Company or any assets of the Company or any of the Company Subsidiaries, or (e) that otherwise would reasonably be expected to have a Material Adverse Effect.

No Pending Action. (i) There shall not be instituted, pending or threatened any action, investigation or proceeding by any Governmental AuthorityGovernment authority, and (ii) there shall not be instituted instituted, pending or pending threatened any action or proceeding by any other person, domestic or foreign, before any Governmental Authority thatGovernment authority, in the case of (ii), which is reasonably likely to be determined by Purchaser adversely to have a substantial likelihood of being successful in Tekelec or Acquisition Subsidiary, (aA) challenging or seeking to make illegal, to delay materially or otherwise, directly or indirectly, to restrain EXECUTION VERSION CONFIDENTIAL TREATMENT REQUESTED REDACTED VERSION or prohibit the consummation of the transactions contemplated by this Agreement or any Transaction DocumentMerger, seeking to obtain material damages or imposing any material adverse conditions in connection therewith or otherwise, directly or indirectly relating to the transactions contemplated by this Agreement or any Transaction Documentthe Merger, (bB) seeking to restrain, prohibit or delay the exercise of full rights of ownership or operation by Purchaser Tekelec or its Affiliates Acquisition Subsidiary or their affiliates of all or any portion of the business or assets of the Company and any of the Company Subsidiaries its subsidiaries, taken as a whole, or of Purchaser Tekelec or Acquisition Subsidiary or any of its Affiliatestheir affiliates, or to compel Purchaser Tekelec or Acquisition Subsidiary or any of its Affiliates their affiliates to dispose of or hold separate all or any material portion of the business or assets of the Company Company, or of Tekelec or Acquisition Subsidiary or any of the Company Subsidiaries or of Purchaser or any of its Affiliatestheir affiliates, (cC) seeking to impose or confirm material limitations on the ability of Purchaser Tekelec or Acquisition Subsidiary or any of its Affiliates their affiliates to exercise full rights of the ownership of the equity interests shares of the Company, including, without limitation, the right to vote the capital stock shares of the Company acquired or owned by Purchaser Tekelec or Acquisition Subsidiary or any of its Affiliates their affiliates on all matters properly presented to the holders of such equity interestsstock, (dD) seeking to require divestiture by Purchaser Tekelec or Acquisition Subsidiary or any of its Affiliates their affiliates of the equity interests shares of stock of the Company or any assets of the Company or any of the Company SubsidiariesCompany, or (eE) that otherwise would reasonably be expected to have a Company Material Adverse Effect.

No Pending Action. (i) There shall not be instituted, pending or threatened any action, investigation or proceeding by any Governmental Authority, and (ii) there shall not be instituted instituted, pending or pending threatened any action or proceeding by any other person, domestic or foreign, before any Governmental Authority thatAuthority, in the case of (ii), is reasonably determined by Purchaser to have a substantial likelihood of being successful in (aA) challenging or seeking to make illegal, to delay materially or otherwise, directly or indirectly, to restrain EXECUTION VERSION CONFIDENTIAL TREATMENT REQUESTED REDACTED VERSION or prohibit the consummation of the transactions contemplated by this Agreement or any Transaction DocumentMerger, seeking to obtain material damages or imposing any material adverse conditions in connection therewith or otherwise, directly or indirectly relating to the transactions contemplated by this Agreement or any Transaction Documentthe Merger, (bB) seeking to restrain, prohibit or delay the exercise of full rights of ownership or operation by Purchaser Parent or its Acquisition Subsidiary or their Affiliates of all or any portion of the business or assets of the Company and any of the Company Subsidiaries or of Purchaser or any of its Subsidiaries or of Parent or Acquisition Subsidiary or any of their Affiliates, or to compel Purchaser Parent or Acquisition Subsidiary or any of its their Affiliates to dispose of or hold separate all or any material portion of the business or assets of the Company or any of the Company its Subsidiaries or of Purchaser Parent or Acquisition Subsidiary or any of its their Affiliates, (cC) seeking to impose or confirm material limitations on the ability of Purchaser Parent or Acquisition Subsidiary or any of its their Affiliates to exercise full rights of the ownership of the equity interests of the Company, including, without limitation, the right to vote the capital stock Shares of the Company acquired or owned by Purchaser Parent or Acquisition Subsidiary or any of its their Affiliates on all matters properly presented to the holders of such equity interests, (dD) seeking to require divestiture by Purchaser Parent or Acquisition Subsidiary or any of its their Affiliates of the equity interests of the Company or any of its Subsidiaries or any assets of the Company or any of the Company its Subsidiaries, or (eE) that otherwise would reasonably be expected to have a Company Material Adverse Effect.

No Pending Action. (i) There shall not be instituted, ----------------- pending or threatened any action, investigation or proceeding by any Governmental Authority, and (ii) there shall not be instituted instituted, pending or pending threatened any action or proceeding by any other person, domestic or foreign, before any Governmental Authority thatAuthority, in the case of (ii), which is reasonably likely to be determined by Purchaser adversely to have a substantial likelihood of being successful in Parent, Acquiror or Acquisition Subsidiary, (aA) challenging or seeking to make illegal, to delay materially or otherwise, directly or indirectly, to restrain EXECUTION VERSION CONFIDENTIAL TREATMENT REQUESTED REDACTED VERSION or prohibit the consummation of the transactions contemplated by this Agreement or any Transaction DocumentMerger, seeking to obtain material damages or imposing any material adverse conditions in connection therewith or otherwise, directly or indirectly relating to the transactions contemplated by this Agreement or any Transaction Documentthe Merger, (bB) seeking to restrain, prohibit or delay the exercise of full rights of ownership or operation by Purchaser Parent, Acquiror or its Affiliates Acquisition Subsidiary or their affiliates of all or any portion of the business or assets of Target and the Company and any of the Company Subsidiaries Target Subsidiaries, taken as a whole, or of Purchaser Parent, Acquiror or Acquisition Subsidiary or any of its Affiliatestheir affiliates, or to compel Purchaser Acquiror or Acquisition Subsidiary or any of its Affiliates their affiliates to dispose of or hold separate all or any material portion of the business or assets of Target and the Company Target Subsidiaries, taken as a whole, or of Parent, Acquiror or Acquisition Subsidiary or any of the Company Subsidiaries or of Purchaser or any of its Affiliatestheir affiliates, (cC) seeking to impose or confirm material limitations on the ability of Purchaser Parent, Acquiror or Acquisition Subsidiary or any of its Affiliates their affiliates to exercise full rights of the ownership of the equity interests shares of the CompanyTarget Common Stock, including, without limitation, the right to vote the capital stock shares of the Company Target Common Stock acquired or owned by Purchaser Parent, Acquiror or Acquisition Subsidiary or any of its Affiliates their affiliates on all matters properly presented to the holders of such equity interestsTarget Common Stock, (dD) seeking to require divestiture by Purchaser Parent, Acquiror or Acquisition Subsidiary or any of its Affiliates their affiliates of the equity interests shares of the Company or any assets of the Company or any of the Company SubsidiariesTarget Common Stock, or (eE) that otherwise would reasonably be expected to have a Target Material Adverse Effect.

No Pending Action. (i) There shall not be instituted, pending or threatened any action, investigation or proceeding by any Governmental AuthorityGovernment, and (ii) there shall not be instituted instituted, pending or pending threatened any action or proceeding by any other person, domestic or foreign, before any Governmental Authority thatGovernment, in the case of (ii), is reasonably determined by Purchaser to have a substantial likelihood of being successful in (aA) challenging or seeking to make illegal, to delay materially or otherwise, directly or indirectly, to restrain EXECUTION VERSION CONFIDENTIAL TREATMENT REQUESTED REDACTED VERSION or prohibit the consummation of the transactions contemplated by this Agreement or any Transaction DocumentMerger, seeking to obtain material damages or imposing any material adverse conditions in connection therewith or otherwise, directly or indirectly relating to the transactions contemplated by this Agreement or any Transaction Documentthe Merger, (bB) seeking to restrain, prohibit or delay the exercise of full rights of ownership or operation by Purchaser Parent or its Acquisition Subsidiary or their Affiliates of all or any portion of the business or assets of the Company and any of the Company Subsidiaries or of Purchaser Parent or Acquisition Subsidiary or any of its their Affiliates, or to compel Purchaser Parent or Acquisition Subsidiary or any of its their Affiliates to dispose of or hold separate all or any material portion of the business or assets of the Company or any of the Company Subsidiaries Parent or of Purchaser Acquisition Subsidiary or any of its their Affiliates, (cC) seeking to impose or confirm material limitations on the ability of Purchaser Parent or Acquisition Subsidiary or any of its their Affiliates to exercise full rights of the ownership of the equity interests of the Company, including, without limitation, the right to vote the capital stock Shares of the Company acquired or owned by Purchaser Parent or Acquisition Subsidiary or any of its their Affiliates on all matters properly presented to the holders of such equity interests, (dD) seeking to require divestiture by Purchaser Parent or Acquisition Subsidiary or any of its their Affiliates of the equity interests of the Company or any assets of the Company or any of the Company SubsidiariesCompany, or (eE) that otherwise would reasonably be expected to have a Company Material Adverse Effect.

No Pending Action. (i) There shall not be instituted, pending or threatened any action, investigation or proceeding by any Governmental AuthorityGovernment authority, and (ii) there shall not be instituted instituted, pending or pending threatened any action or proceeding by any other personPerson, domestic or foreign, before any Governmental Authority thatGovernment authority, in the case of (ii)mediator or arbitrator, which is reasonably likely to be determined by Purchaser adversely to have a substantial likelihood of being successful in Parent or Acquisition Subsidiary, (ai) challenging or seeking to make illegal, to delay materially or otherwise, directly or indirectly, to restrain EXECUTION VERSION CONFIDENTIAL TREATMENT REQUESTED REDACTED VERSION or prohibit the consummation of the transactions contemplated by this Agreement or any Transaction DocumentMerger, seeking to obtain material damages or imposing any material adverse conditions in connection therewith or otherwise, directly or indirectly relating to the transactions contemplated by this Agreement or any Transaction Documentthe Merger, (bii) seeking to restrain, prohibit or delay the exercise of full rights of ownership or operation by Purchaser Parent or its Affiliates Acquisition Subsidiary or their affiliates of all or any portion of the business or assets of the Company and any of the Company Subsidiaries Acquired Companies, taken as a whole, or of Purchaser Parent or Acquisition Subsidiary or any of its Affiliatestheir affiliates, or to compel Purchaser Parent or Acquisition Subsidiary or any of its Affiliates their affiliates to dispose of or hold separate all or any material portion of the business or assets of the Company Acquired Companies, or of Parent or Acquisition Subsidiary or any of the Company Subsidiaries or of Purchaser or any of its Affiliatestheir affiliates, (ciii) seeking to impose or confirm material limitations on the ability of Purchaser Parent or Acquisition Subsidiary or any of its Affiliates their affiliates to exercise full rights of the ownership of the equity interests shares of the Company, including, without limitation, the right to vote the capital stock shares of the Company acquired or owned by Purchaser Parent or Acquisition Subsidiary or any of its Affiliates their affiliates on all matters properly presented to the holders of such equity interestsstock, (div) seeking to require divestiture by Purchaser Parent or Acquisition Subsidiary or any of its Affiliates their affiliates of the equity interests shares of stock of the Company or any assets of the Company or any of the Company SubsidiariesCompany, or (ev) that otherwise would reasonably be expected to have a Company Material Adverse Effect.

No Pending Action. (i) There shall not be instituted, pending or threatened any action, investigation or proceeding by any Governmental AuthorityGovernment, and (ii) there shall not be instituted instituted, pending or pending threatened any action or proceeding by any other person, domestic or foreign, before any Governmental Authority thatGovernment, in the case of (ii), is reasonably determined by Purchaser to have a substantial likelihood of being successful in (ai) challenging or seeking to make illegal, to delay materially or otherwise, directly or indirectly, to restrain EXECUTION VERSION CONFIDENTIAL TREATMENT REQUESTED REDACTED VERSION or prohibit the consummation of the transactions contemplated by this Agreement or any Transaction DocumentMerger, seeking to obtain material damages or imposing any material adverse conditions in connection therewith or otherwise, directly or indirectly relating to the transactions contemplated by this Agreement or any Transaction Documentthe Merger, (bii) seeking to restrain, prohibit or delay the exercise of full rights of ownership or operation by Purchaser Parent or its Acquisition Subsidiary or their Affiliates of all or any portion of the business or assets of the Company and any of the Company its Subsidiaries or of Purchaser Parent or Acquisition Subsidiary or any of its their Affiliates, or to compel Purchaser Parent or Acquisition Subsidiary or any of its their Affiliates to dispose of or hold separate all or any material portion of the business or assets of the Company or any of the Company its Subsidiaries or of Purchaser Parent or Acquisition Subsidiary or any of its their Affiliates, (ciii) seeking to impose or confirm material limitations on the ability of Purchaser Parent or Acquisition Subsidiary or any of its their Affiliates to exercise full rights of the ownership of the equity interests of the Company, including, without limitation, the right to vote the capital stock Shares of the Company acquired or owned by Purchaser Parent or Acquisition Subsidiary or any of its their Affiliates on all matters properly presented to the holders of such equity interests, (div) seeking to require divestiture by Purchaser Parent or Acquisition Subsidiary or any of its their Affiliates of the equity interests of the Company or any assets of the Company or any of the Company its Subsidiaries, or (ev) that otherwise would reasonably be expected to have a Company Material Adverse Effect.

No Pending Action. (i) There shall not be instituted, pending or threatened any action, investigation or proceeding by any Governmental AuthorityGovernment authority, and (ii) there shall not be instituted instituted, pending or pending threatened any action or proceeding by any other personPerson, domestic or foreign, before any Governmental Authority thatGovernment authority, in the case of (ii)mediator or arbitrator, which is reasonably likely to be determined by Purchaser adversely to have a substantial likelihood of being successful in Parent or Acquisition Subsidiary, (ai) challenging or seeking to make illegal, to delay materially or otherwise, directly or indirectly, to restrain EXECUTION VERSION CONFIDENTIAL TREATMENT REQUESTED REDACTED VERSION or prohibit the consummation of the transactions contemplated by this Agreement or any Transaction DocumentMerger, seeking to obtain material damages or imposing any material adverse conditions in connection therewith or otherwise, directly or indirectly relating to the transactions contemplated by this Agreement or any Transaction Documentthe Merger, (bii) seeking to restrain, prohibit or delay the exercise of full rights of ownership or operation by Purchaser Parent or its Affiliates Acquisition Subsidiary or their affiliates of all or any portion of the business or assets of the Company and any of the Company Subsidiaries Company, taken as a whole, or of Purchaser Parent or Acquisition Subsidiary or any of its Affiliatestheir affiliates, or to compel Purchaser Parent or Acquisition Subsidiary or any of its Affiliates their affiliates to dispose of or hold separate all or any material portion of the business or assets of the Company Company, or of Parent or Acquisition Subsidiary or any of the Company Subsidiaries or of Purchaser or any of its Affiliatestheir affiliates, (ciii) seeking to impose or confirm material limitations on the ability of Purchaser Parent or Acquisition Subsidiary or any of its Affiliates their affiliates to exercise full rights of the ownership of the equity interests shares of the Company, including, without limitation, the right to vote the capital stock shares of the Company acquired or owned by Purchaser Parent or Acquisition Subsidiary or any of its Affiliates their affiliates on all matters properly presented to the holders of such equity interestsstock, (div) seeking to require divestiture by Purchaser Parent or Acquisition Subsidiary or any of its Affiliates their affiliates of the equity interests shares of stock of the Company or any assets of the Company or any of the Company SubsidiariesCompany, or (ev) that otherwise would reasonably be expected to have a Company Material Adverse Effect.

No Pending Action. (i) There shall not be instituted, pending or threatened any action, investigation or proceeding by any Governmental AuthorityGovernment authority, and (ii) there shall not be instituted instituted, pending or pending threatened any action or proceeding by any other personPerson, domestic or foreign, before any Governmental Authority thatGovernment authority which, in the case of (ii), is reasonably determined by Purchaser Parent, acting reasonably, to have a substantial likelihood of being successful in (aA) challenging or seeking to make illegal, to delay materially or otherwise, directly or indirectly, to restrain EXECUTION VERSION CONFIDENTIAL TREATMENT REQUESTED REDACTED VERSION or prohibit the consummation of the transactions contemplated by this Agreement or any Transaction DocumentMerger, seeking to obtain material damages or imposing any material adverse conditions in connection therewith or otherwise, directly or indirectly relating to the transactions contemplated by this Agreement or any Transaction Documentthe Merger, (bB) seeking to restrain, prohibit or delay the exercise of full rights of ownership or operation by Purchaser Parent or its Acquisition Subsidiary or their Affiliates of all or any portion of the business or assets of the Company and any of the Company its Subsidiaries or of Purchaser Parent or Acquisition Subsidiary or any of its their Affiliates, or to compel Purchaser Parent or Acquisition Subsidiary or any of its their Affiliates to dispose of or hold separate all or any material portion of the business or assets of the Company or any of the Company its Subsidiaries or of Purchaser Parent or Acquisition Subsidiary or any of its their Affiliates, (cC) seeking to impose or confirm material limitations on the ability of Purchaser Parent or Acquisition Subsidiary or any of its their Affiliates to exercise full rights of the ownership of the equity interests of the Company, including, without limitation, the right to vote the capital stock Units of the Company acquired or owned by Purchaser Parent or Acquisition Subsidiary or any of its their Affiliates on all matters properly presented to the holders of such equity interests, (dD) seeking to require divestiture by Purchaser Parent or Acquisition Subsidiary or any of its their Affiliates of the equity interests of the Company or any assets of the Company or any of the Company its Subsidiaries, or (eE) that otherwise would reasonably be expected to have a Company Material Adverse Effect.

No Pending Action. (i) There shall not be instituted, pending or threatened any action, investigation or proceeding by any Governmental AuthorityGovernment, and (ii) there shall not be instituted instituted, pending or pending threatened any action or proceeding by any other person, domestic or foreign, before any Governmental Authority thatGovernment, in the case of (ii), is reasonably determined by Purchaser to have a substantial likelihood of being successful in (aA) challenging or seeking to make illegal, to delay materially or otherwise, directly or indirectly, to restrain EXECUTION VERSION CONFIDENTIAL TREATMENT REQUESTED REDACTED VERSION or prohibit the consummation of the transactions contemplated by this Agreement or any Transaction DocumentMerger, seeking to obtain material damages or imposing any material adverse conditions in connection therewith or otherwise, directly or indirectly relating to the transactions contemplated by this Agreement or any Transaction Documentthe Merger, (bB) seeking to restrain, prohibit or delay the exercise of full rights of ownership or operation by Purchaser Parent or its Acquisition Subsidiary or their Affiliates of all or any portion of the business or assets of the Company and any of the Company Subsidiaries or of Purchaser Parent or Acquisition Subsidiary or any of its their Affiliates, or to compel Purchaser Parent or Acquisition Subsidiary or any of its their Affiliates to dispose of or hold separate all or any material portion of the business or assets of the Company or any of the Company Subsidiaries Parent or of Purchaser Acquisition Subsidiary or any of its their Affiliates, (cC) seeking to impose or confirm material limitations on the ability of Purchaser Parent or Acquisition Subsidiary or any of its their Affiliates to exercise full rights of the ownership of the equity interests of the Company, including, without limitation, the right to vote the capital stock Shares of the Company acquired or owned by Purchaser Parent or Acquisition Subsidiary or any of its their Affiliates on all matters properly presented to the holders of such equity interests, (dD) seeking to require divestiture by Purchaser Parent or Acquisition Subsidiary or any of its their Affiliates of the equity interests of the Company or any assets of the Company or any of the Company SubsidiariesCompany, or (eE) that otherwise would reasonably be expected to have a Company Material Adverse Effect. Notwithstanding the foregoing, nothing is this Section 7.3(e) shall make the fulfillment of CFIUS Approval or reaching an agreement with or obtaining any other form of approval by the CSOs, as contemplated under Section 5.12, a requirement or condition to Closing.

No Pending Action. (i) There shall not be instituted, pending or threatened any action, investigation or proceeding by any Governmental AuthorityGovernment, and (ii) there shall not be instituted instituted, pending or pending threatened any action or proceeding by any other person, domestic or foreign, before any Governmental Authority thatGovernment, in the case of (ii), is reasonably determined by Purchaser to have a substantial likelihood of being successful in (aA) challenging or seeking to make illegal, to delay materially or otherwise, directly or indirectly, to restrain EXECUTION VERSION CONFIDENTIAL TREATMENT REQUESTED REDACTED VERSION or prohibit the consummation of the transactions contemplated by this Agreement or any Transaction DocumentMerger, seeking to obtain material damages or imposing any material adverse conditions in connection therewith or otherwise, directly or indirectly relating to the transactions contemplated by this Agreement or any Transaction Documentthe Merger, (bB) seeking to restrain, prohibit or delay the exercise of full rights of ownership or operation by Purchaser Parent or its Acquisition Subsidiary or their Affiliates of all or any portion of the business or assets of the Company and any of the Company its Subsidiaries or of Purchaser Parent or Acquisition Subsidiary or any of its their Affiliates, or to compel Purchaser Parent or Acquisition Subsidiary or any of its their Affiliates to dispose of or hold separate all or any material portion of the business or assets of the Company or any of the Company its Subsidiaries or of Purchaser Parent or Acquisition Subsidiary or any of its their Affiliates, (cC) seeking to impose or confirm material limitations on the ability of Purchaser Parent or Acquisition Subsidiary or any of its their Affiliates to exercise full rights of the ownership of the equity interests of the Company, including, without limitation, the right to vote the capital stock Shares of the Company acquired or owned by Purchaser Parent or Acquisition Subsidiary or any of its their Affiliates on all matters properly presented to the holders of such equity interests, (dD) seeking to require divestiture by Purchaser Parent or Acquisition Subsidiary or any of its their Affiliates of the equity interests of the Company or any assets of the Company or any of the Company its Subsidiaries, or (eE) that otherwise would reasonably be expected to have a Company Material Adverse Effect.