Common use of Governmental Actions Clause in Contracts

Governmental Actions. There shall not be pending or threatened any action or proceeding (or any investigation or other inquiry that might result in such an action or proceeding) by any Governmental Entity or administrative agency before any Governmental Entity, administrative agency or court of competent jurisdiction, nor shall there be in effect any judgment, decree or order of any Governmental Entity, administrative agency or court of competent jurisdiction, in either case, seeking to prohibit or limit Parent from exercising all material rights and privileges pertaining to its ownership of the Surviving Corporation or the ownership or operation by Parent of all or a material portion of the business or assets of Parent, or seeking to compel Parent to dispose of or hold separate all or any portion of the business or assets of Parent (including the Surviving Corporation and its subsidiaries), as a result of the Merger or the transactions contemplated by this Agreement;

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Media 100 Inc), Agreement and Plan of Merger (Digital Origin Inc)

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Governmental Actions. There shall not be pending or threatened any action or proceeding (or any investigation or other inquiry that might would reasonably be expected to result in such an action or proceeding) by any Governmental Entity or administrative agency before any Governmental Entity, administrative agency or court of competent jurisdiction, nor shall there be in effect any judgment, decree or order of any Governmental Entity, administrative agency or court of competent jurisdiction, in either each case, seeking to prohibit or limit Parent from exercising all material rights and privileges pertaining to its ownership of the Surviving Corporation or the ownership or operation by Parent of all or a material portion of the business or assets of ParentParent or the Company, or seeking to compel Parent to dispose of or hold separate all or any portion of the business or assets of Parent (including or the Surviving Corporation and its subsidiaries(or any of their Subsidiaries), as a result of the Merger or the transactions contemplated by this Agreement;, except in each case for any such action, proceeding, investigation, inquiry, judgment, decree or order as would not reasonably be expected to result in a Company Material Adverse Effect or a Parent Material Adverse Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Advanced Medical Optics Inc), Agreement and Plan of Merger (Intralase Corp)

Governmental Actions. There shall not be pending or threatened -------------------- any action or proceeding (or any investigation or other inquiry that might result in such an action or proceeding) by any Governmental Entity or administrative agency before any Governmental Entity, administrative agency or court of competent jurisdiction, nor shall there be in effect any judgment, decree or order of any Governmental Entity, administrative agency or court of competent jurisdiction, in either case, seeking to prohibit or limit Parent from exercising all material rights and privileges pertaining to its ownership of the Surviving Corporation or the ownership or operation by Parent of all or a material portion of the business or assets of Parent, or seeking to compel Parent to dispose of or hold separate all or any material portion of the business or assets of Parent (including the Surviving Corporation and its subsidiaries), as a result of the Merger or the transactions contemplated by this Agreement;; and

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Emc Corp), Agreement and Plan of Merger (Emc Corp)

Governmental Actions. There shall not be pending or threatened any action or proceeding (or any investigation or other inquiry that might result in such an action or proceeding) by any Governmental Entity or administrative agency before any Governmental Entity, administrative agency or court of competent jurisdiction, nor shall there be in effect any judgment, decree or order of any Governmental Entity, administrative agency or court of competent jurisdiction, in either case, seeking to prohibit or limit Parent from exercising all material rights and privileges pertaining to its ownership of the Surviving Corporation or the ownership or operation by Parent of all or a material portion of the business or assets of Parent, or seeking to compel Parent to dispose of or hold separate all or any material portion of the business or assets of Parent (including or the Surviving Corporation and its subsidiaries(or any of their Subsidiaries), as a result of the Merger or the transactions contemplated by this Agreement;

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Emc Corp), Agreement and Plan of Merger (Captiva Software Corp)

Governmental Actions. There shall not be pending or threatened any action or proceeding (or any investigation or other inquiry that might result in such an action or proceeding) by any Governmental Entity or administrative agency before any Governmental Entity, administrative agency or court of competent jurisdiction, nor shall there be in effect any judgment, decree or order of any Governmental Entity, administrative agency or court of competent jurisdiction, in either case, seeking to prohibit or limit Parent from exercising all material rights and privileges pertaining to its ownership of the Surviving Corporation or the ownership or operation by Parent of all or a material portion of the business or assets of Parent, or seeking to compel Parent to dispose of or hold separate all or any material portion of the business or assets of Parent (including the Surviving Corporation and its subsidiaries), as a result of the Merger or the transactions contemplated by this Agreement;; and

Appears in 1 contract

Samples: Agreement and Plan of Merger (Data General Corp)

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Governmental Actions. There shall not be pending or threatened any action or proceeding (or any investigation or other inquiry that might would reasonably be expected to result in such an action or proceeding) by any Governmental Entity or administrative agency before any Governmental Entity, administrative agency or court of competent jurisdiction, nor shall there be in effect any judgment, decree or order of any Governmental Entity, administrative agency or court of competent jurisdiction, in either each case, seeking to prohibit or limit Parent from exercising all material rights and privileges 52 pertaining to its ownership of the Surviving Corporation or the ownership or operation by Parent of all or a material portion of the business or assets of Parent, or seeking to compel Parent to dispose of or hold separate all or any material portion of the business or assets of Parent (including or the Surviving Corporation and its subsidiaries(or any of their Subsidiaries), as a result of the Merger or the transactions contemplated by this Agreement;, except in each case for any such action, proceeding, investigation, inquiry, judgment, decree or order as would not reasonably be expected to result in a Company Material Adverse Effect or a Parent Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Documentum Inc)

Governmental Actions. There shall not have been instituted, or be pending or threatened threatened, any action or proceeding (or any investigation or other inquiry that might result in such an action or proceeding) by any Governmental Entity governmental authority or administrative agency before any Governmental Entitygovernmental authority, administrative agency or court of competent jurisdiction, nor shall there be in effect any judgment, decree or order of any Governmental Entitygovernmental authority, administrative agency or court of competent jurisdiction, in either case, seeking to prohibit or limit Parent from exercising all material rights and privileges pertaining to its ownership of the Surviving Corporation Acquisition or the ownership or operation by Parent of all or a material portion of the business or assets of Parentthe Company, or seeking to compel Parent to dispose of or hold separate all or any material portion of the business or assets of Parent (including the Surviving Corporation and its subsidiariesAcquisition), as a result of the Merger or the transactions contemplated by this Agreement;.

Appears in 1 contract

Samples: Agreement and Plan of Merger (National Techteam Inc /De/)

Governmental Actions. There shall not be have been instituted, pending or threatened any action or proceeding (or any investigation or other inquiry that might result in such an action or proceeding) by any Governmental Entity governmental authority or administrative agency before any Governmental Entitygovernmental authority, administrative agency or court of competent jurisdiction, nor shall there be in effect any judgment, decree or order of any Governmental Entitygovernmental authority, administrative agency or court of competent jurisdiction, in either case, seeking to prohibit or limit Parent from exercising all material rights and privileges pertaining to its ownership of the Surviving Corporation Entity or the ownership or operation by Parent of all or a material portion of the business or assets of Parent, or seeking to compel Parent or any of its subsidiaries to dispose of or hold separate all or any material portion of the business or assets of Parent (including the Surviving Corporation and its subsidiaries), as a result of the Merger I or the transactions contemplated by this Agreement;.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Vaxgen Inc)

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