Common use of Adverse Proceedings Clause in Contracts

Adverse Proceedings. There shall not be threatened in writing, instituted or pending any action or proceeding before any court or governmental authority or agency (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the consummation of the transactions contemplated hereby or seeking to obtain material damages in connection with such transactions, (ii) seeking to prohibit direct or indirect ownership or operation by Parent or Merger Sub of all or a material portion of the business or assets of the Company, or to compel Parent or Merger Sub or the Company to dispose of or to hold separately all or a material portion of the business or assets of Parent or Merger Sub or of the Company, as a result of the transactions contemplated hereby; (iii) seeking to invalidate or render unenforceable any material provision of this Agreement or any of the other agreements attached as exhibits hereto or contemplated hereby, or (iv) otherwise relating to and materially adversely affecting the transactions contemplated hereby.

Adverse Proceedings. There shall not be threatened in writingthreatened, instituted or pending any action or proceeding before any court or governmental authority or agency (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the consummation of the transactions contemplated hereby or seeking to obtain material damages in connection with such transactions, (ii) seeking to prohibit direct or indirect ownership or operation by Parent MPMAC or Merger Sub of all or a material portion of the business or assets of the CompanyRadius, or to compel Parent MPMAC or Merger Sub or the Company Radius to dispose of or to hold separately all or a material portion of the business or assets of Parent MPMAC or Merger Sub or of the CompanyRadius, as a result of the transactions contemplated hereby; (iii) seeking to invalidate or render unenforceable any material provision of this Agreement or any of the other agreements attached as exhibits hereto or contemplated hereby, or (iv) otherwise relating to and materially adversely affecting the transactions contemplated hereby.

Adverse Proceedings. There shall not be threatened in writingthreatened, instituted or pending any action or proceeding before any court or governmental authority or agency (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the consummation of the transactions contemplated hereby or seeking to obtain material damages in connection with such transactions, (ii) seeking to prohibit direct or indirect ownership or operation by Parent or Merger Sub of all or a material portion of the business or assets of the Company, or to compel Parent or Merger Sub or the Company to dispose of or to hold separately all or a material portion of the business or assets of Parent or Merger Sub or of the Company, as a result of the transactions contemplated hereby; (iii) seeking to invalidate or render unenforceable any material provision of this Agreement or any of the other agreements attached as exhibits hereto or contemplated hereby, or (iv) otherwise relating to and materially adversely affecting the transactions contemplated hereby.

Adverse Proceedings. There shall not be threatened in writingthreatened, instituted or pending any action or proceeding before any court or governmental authority or agency (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the consummation of the transactions contemplated hereby or seeking to obtain material damages in connection with such transactions, (ii) seeking to prohibit direct or indirect ownership or operation by Parent or Merger Sub Minn Shares of all or a material portion of the business or assets of the Company, or to compel Parent or Merger Sub Minn Shares or the Company to dispose of or to hold separately all or a material portion of the business or assets of Parent or Merger Sub Minn Shares or of the Company, as a result of the transactions contemplated hereby; (iii) seeking to invalidate or render unenforceable any material provision of this Agreement or any of the other agreements attached as exhibits hereto or contemplated hereby, ; or (iv) otherwise relating to and materially adversely affecting the transactions contemplated hereby.

Adverse Proceedings. There shall not be threatened in writing, instituted or pending any action or proceeding before any court or governmental authority or agency (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the consummation of the transactions contemplated hereby or seeking to obtain material damages in connection with such transactions, (ii) seeking to prohibit direct or indirect ownership or operation by Parent EasyWeb or Merger Sub ZAC of all or a material portion of the business or assets of the CompanyZIOPHARM, or to compel Parent EasyWeb or Merger Sub ZAC or the Company any of their respective subsidiaries or ZIOPHARM to dispose of or to hold separately all or a material portion of the business or assets of Parent or Merger Sub EasyWeb or of the CompanyZIOPHARM, as a result of the transactions contemplated hereby; (iii) seeking to invalidate or render unenforceable any material provision of this Agreement or any of the other agreements attached as exhibits hereto or contemplated hereby, or (iv) otherwise relating to and materially adversely affecting the consummation of the transactions contemplated hereby.

Adverse Proceedings. There shall not be threatened in writing, instituted or pending any action or proceeding before any court or governmental authority or agency (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the consummation of the transactions contemplated hereby or seeking to obtain material damages in connection with such transactions, (ii) seeking to prohibit direct or indirect ownership or operation by Parent Global or Merger Sub LPA of all or a material portion of the business or assets of the CompanyLOCATEPLUS, or to compel Parent Global or Merger Sub LPA or the Company any of their respective subsidiaries or LOCATEPLUS to dispose of or to hold separately all or a material portion of the business or assets of Parent or Merger Sub Global or of the CompanyLOCATEPLUS, as a result of the transactions contemplated hereby; (iii) seeking to invalidate or render unenforceable any material provision of this Agreement or any of the other agreements attached as exhibits hereto or contemplated hereby, or (iv) otherwise relating to and materially adversely affecting the consummation of the transactions contemplated hereby.

Adverse Proceedings. There shall not be threatened in writingthreatened, instituted or pending any action or proceeding before any court or governmental authority or agency (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the consummation of the transactions contemplated hereby or seeking to obtain material damages in connection with such transactions, (ii) seeking to prohibit direct or indirect ownership or operation by Parent SRKP or Merger Sub MergerCo of all or a material portion of the business or assets of the CompanyVicor, or to compel Parent SRKP or Merger Sub MergerCo or the Company Vicor to dispose of or to hold separately all or a material portion of the business or assets of Parent or Merger Sub SRKP or of the CompanyMergerCo or of Vicor, as a result of the transactions contemplated hereby; (iii) seeking to invalidate or render unenforceable any material provision of this Agreement or any of the other agreements attached as exhibits hereto or contemplated hereby, or (iv) otherwise relating to and materially adversely affecting the transactions contemplated hereby.

Adverse Proceedings. There shall not be threatened in writing, instituted or pending any action or proceeding before any court or governmental authority or agency (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the consummation of the transactions contemplated hereby or seeking to obtain material damages in connection with such transactions, (ii) seeking to prohibit direct or indirect ownership or operation by Parent Manhattan or Merger Sub TAC of all or a material portion of the business or assets of the CompanyTarpan, or to compel Parent Manhattan or Merger Sub TAC or the Company any of their respective subsidiaries or Tarpan to dispose of or to hold separately all or a material portion of the business or assets of Parent or Merger Sub Manhattan or of the CompanyTarpan, as a result of the transactions contemplated hereby; (iii) seeking to invalidate or render unenforceable any material provision of this Agreement or any of the other agreements attached as exhibits hereto or contemplated hereby, or (iv) otherwise relating to and materially adversely affecting the consummation of the transactions contemplated hereby.

Adverse Proceedings. There shall not be threatened in writingthreatened, instituted or pending any action or proceeding before any court or governmental authority or agency (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the consummation of the transactions contemplated hereby or seeking to obtain material damages in connection with such transactions, (ii) seeking to prohibit direct or indirect ownership or operation by Parent SRKP or Merger Sub MergerCo of all or a material portion of the business or assets of the CompanyCougar, or to compel Parent SRKP or Merger Sub MergerCo or the Company Cougar to dispose of or to hold separately all or a material portion of the business or assets of Parent SRKP or Merger Sub MergerCo or of the CompanyCougar, as a result of the transactions contemplated hereby; (iii) seeking to invalidate or render unenforceable any material provision of this Agreement or any of the other agreements attached as exhibits hereto or contemplated hereby, or (iv) otherwise relating to and materially adversely affecting the transactions contemplated hereby.

Adverse Proceedings. There shall not be threatened in writingthreatened, instituted or pending any action or proceeding before any court or governmental authority or agency (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the consummation of the transactions contemplated hereby or seeking to obtain material damages in connection with such transactions, (ii) seeking to prohibit direct or indirect ownership or operation by Parent Denali or Merger Sub MergerCo of all or a material portion of the business or assets of the CompanyVelcera, or to compel Parent Denali or Merger Sub MergerCo or the Company Velcera to dispose of or to hold separately all or a material portion of the business or assets of Parent Denali or Merger Sub MergerCo or of the CompanyVelcera, as a result of the transactions contemplated hereby; (iii) seeking to invalidate or render unenforceable any material provision of this Agreement agreement or any of the other agreements attached as exhibits hereto or contemplated hereby, or (iv) otherwise relating to and materially adversely affecting the transactions contemplated hereby.

Adverse Proceedings. There shall not be threatened in writingthreatened, instituted or pending any action or proceeding before any court or governmental authority or agency agency, domestic or foreign, (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly to restrain or prohibit, the consummation of the transactions contemplated hereby or seeking to obtain material damages in connection with such transactionsthe transactions contemplated hereby, (ii) seeking to prohibit direct or indirect ownership or operation by Parent MI or Merger Sub of all or a material portion of the business or and assets of the Company, AIQ or to compel Parent MI or Merger Sub or the Company to AIQ to dispose of or to hold separately all or a material portion of the business or assets of Parent or MI, Merger Sub or of the CompanyAIQ, as a result of the transactions contemplated hereby; , (iii) seeking to invalidate or render unenforceable any material provision of this Agreement Agreement, the Articles of Merger or any of the other agreements attached as exhibits hereto or contemplated herebyhereto, or (iv) otherwise relating to and materially adversely affecting the transactions contemplated hereby.

Adverse Proceedings. There shall not be threatened in writingthreatened, instituted or pending any action or proceeding before any court or governmental authority or agency (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the consummation of the transactions contemplated hereby or seeking to obtain material damages in connection with such transactions, (ii) seeking to prohibit direct or indirect ownership or operation by Parent ECPN or Merger Sub MergerCo of all or a material portion of the business or assets of the CompanyG&M, or to compel Parent ECPN or Merger Sub MergerCo or the Company G&M to dispose of or to hold separately all or a material portion of the business or assets of Parent ECPN or Merger Sub MergerCo or of the CompanyG&M, as a result of the transactions contemplated hereby; (iii) seeking to invalidate or render unenforceable any material provision of this Agreement or any of the other agreements attached as exhibits hereto or contemplated hereby, or (iv) otherwise relating to and materially adversely affecting the transactions contemplated hereby.

Adverse Proceedings. There shall not be threatened in writingthreatened, instituted or pending any action or proceeding before any court or governmental authority or agency (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the consummation of the transactions contemplated hereby or seeking to obtain material damages in connection with such transactions, (ii) seeking to prohibit direct or indirect ownership or operation by Parent SRKP or Merger Sub MergerCo of all or a material portion of the business or assets of the CompanyProtea, or to compel Parent SRKP or Merger Sub MergerCo or the Company Protea to dispose of or to hold separately all or a material portion of the business or assets of Parent SRKP or Merger Sub MergerCo or of the CompanyProtea, as a result of the transactions contemplated hereby; (iii) seeking to invalidate or render unenforceable any material provision of this Agreement or any of the other agreements attached as exhibits hereto or contemplated hereby, or (iv) otherwise relating to and materially adversely affecting the transactions contemplated hereby.

Adverse Proceedings. There shall not be threatened in writingthreatened, instituted or pending any action or proceeding before any court or governmental authority or agency (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the consummation of the transactions contemplated hereby or seeking to obtain material damages in connection with such transactions, (ii) seeking to prohibit direct or indirect ownership or operation by Parent Nuvel or Merger Sub of all or a material portion of the business or assets of the CompanyOrangeHook, or to compel Parent Nuvel or Merger Sub or the Company OrangeHook to dispose of or to hold separately all or a material portion of the business or assets of Parent Nuvel or Merger Sub or of the CompanyOrangeHook, as a result of the transactions contemplated hereby; (iii) seeking to invalidate or render unenforceable any material provision of this Agreement or any of the other agreements attached as exhibits hereto or contemplated hereby, or (iv) otherwise relating to and materially adversely affecting the transactions contemplated hereby.