Legal Proceedings; Orders. (a) There is no Legal Proceeding pending and served (or, to the knowledge of the Company, pending and not served or threatened) against any of the Acquired Corporations or to the knowledge of the Company, against any present or former officer, director or employee of the Acquired Corporations in such individual’s capacity as such, in each case that would be material to the Acquired Corporations as a whole.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Miramar Labs, Inc.), Agreement and Plan of Merger (Sientra, Inc.)
Legal Proceedings; Orders. (a) There As of the date hereof, there is no Legal Proceeding pending and served (or, to the knowledge of the Company, pending and not served or threatened) against any of the Acquired Corporations or to the knowledge of the Company, against any of its Subsidiaries, any present or former officer, director or employee of the Acquired Corporations Company or any of its Subsidiaries in such individual’s capacity as such, in each case other than any Legal Proceedings that would not reasonably be material expected to the Acquired Corporations as have a wholeMaterial Adverse Effect.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Antares Pharma, Inc.), Agreement and Plan of Merger (Antares Pharma, Inc.), Agreement and Plan of Merger (Halozyme Therapeutics, Inc.)
Legal Proceedings; Orders. (a) There is are no material Legal Proceeding Proceedings pending and served (or, to the knowledge of the Company, pending and not served or threatened) against any of the Acquired Corporations or Company or, to the knowledge of the Company, against any present or former officer, director or employee of the Acquired Corporations Company in such individual’s capacity as such, in each case that would be material to the Acquired Corporations as a whole.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Allergan PLC), Agreement and Plan of Merger (Tobira Therapeutics, Inc.)
Legal Proceedings; Orders. (a) There is no Legal Proceeding pending and served (or, to the knowledge Knowledge of the Company, pending and not served or threatened) against any of the an Acquired Corporations Corporation or to the knowledge Knowledge of the Company, against any present or former officer, director or employee of the an Acquired Corporations Corporation in such individual’s capacity as such, in each case other than any Legal Proceedings that has not had and would not reasonably be material expected to the Acquired Corporations as have a wholeMaterial Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Merck & Co., Inc.), Agreement and Plan of Merger (Immune Design Corp.)
Legal Proceedings; Orders. (a) There is no Legal Proceeding pending and served (or, to the knowledge of the Company, pending and not served or threatened) against the Company or any of the Acquired Corporations or to the knowledge of the Companyits Subsidiaries, against any present or former executive officer, director or employee of the Acquired Corporations Company or any of its Subsidiaries relating to his or her actions or inactions in such individual’s capacity as such, in each case that status or any other Person for whom the Company or any of its Subsidiaries would be material to liable, which would, individually or in the Acquired Corporations as aggregate, have a wholeCompany Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Acer Inc), Agreement and Plan of Merger (Gateway Inc)
Legal Proceedings; Orders. (a) There is are no Legal Proceeding Proceedings pending and served (or, to the knowledge of the Company, pending and not served or threatened) against any of the Acquired Corporations or Company Entity or, to the knowledge of the Company, against any present or former officer, director or employee of the Acquired Corporations any Company Entity in such individual’s capacity as such, in each case that except as would not be, or would not reasonably be expected to be, material to the Acquired Corporations Company Entities, taken as a whole.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cti Biopharma Corp), Agreement and Plan of Merger (Cti Biopharma Corp)
Legal Proceedings; Orders. (a) There As of the date hereof, there is no Legal Proceeding pending and served (or, to the knowledge of the Company, pending and not served or threatened) against any of the an Acquired Corporations Corporation or to the knowledge of the Company, against any present or former officer, director or employee of the an Acquired Corporations Corporation in such individual’s capacity as such, in each case other than any Legal Proceeding that would be material to not, individually or in the Acquired Corporations as aggregate, have a wholeMaterial Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Zeltiq Aesthetics Inc), Agreement and Plan of Merger (Zeltiq Aesthetics Inc)
Legal Proceedings; Orders. (a) There As of the date hereof, there is no Legal Proceeding pending and served (or, to the knowledge of the Company, pending and not served or threatened) against the Company or any of the Acquired Corporations its Subsidiaries or to the knowledge of the Company, against any present or former officer, director or employee of the Acquired Corporations Company or any of its Subsidiaries in such individual’s capacity as such, in each case other than any Legal Proceedings that would not reasonably be material expected to the Acquired Corporations as have a wholeMaterial Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Translate Bio, Inc.), Agreement and Plan of Merger (Principia Biopharma Inc.)
Legal Proceedings; Orders. (a) There As of the date hereof, there is no Legal Proceeding pending and served (or, to the knowledge of the Company, (i) pending and not served or (ii) threatened) against any of the an Acquired Corporations Company or to the knowledge of the Company, against any present or former officer, director or employee of the an Acquired Corporations Company in such individual’s capacity as such, in each case other than any Legal Proceedings that has not had and would not reasonably be material expected to the Acquired Corporations as have a wholeMaterial Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sucampo Pharmaceuticals, Inc.), Agreement and Plan of Merger (Mallinckrodt PLC)
Legal Proceedings; Orders. (a) There is As of the date hereof, there are no Legal Proceeding Proceedings pending and served (or, to the knowledge of the Company, pending and not served or threatened) against any of the an Acquired Corporations Corporation or to the knowledge of the Company, against any present or former officer, director or employee of the an Acquired Corporations Corporation in such individual’s capacity as such, in each case that would be material to the Acquired Corporations as a whole.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Auspex Pharmaceuticals, Inc.)
Legal Proceedings; Orders. (a) There As of the date hereof, there is no Legal Proceeding pending and served (or, to the knowledge of the Company, pending and not served or threatened) against any of the an Acquired Corporations Corporation or to the knowledge of the Company, against any present or former officer, director or employee of the an Acquired Corporations Corporation in such individual’s capacity as such, in each case other than any Legal Proceedings that would not reasonably be material expected to have, individually or in the Acquired Corporations as aggregate, a wholeMaterial Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cornerstone OnDemand Inc)
Legal Proceedings; Orders. (a) There is no Legal Proceeding pending and served (or, to the knowledge Knowledge of the Company, pending and not served or overtly threatened) against any of the Acquired Corporations Company Entity or to the knowledge Knowledge of the Company, against any present or former officer, director or employee of the Acquired Corporations any Company Entity in such individual’s capacity as such, other than any Legal Proceedings that have not had, and would not reasonably be expected to have, individually or in each case that would be material to the Acquired Corporations as aggregate, a wholeMaterial Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (US Foods Holding Corp.)
Legal Proceedings; Orders. (a) There As of the date hereof, there is no Legal Proceeding pending and served (or, to the knowledge of the Company, pending and not served or threatened) against any of the Acquired Corporations Company or to the knowledge of the Company, against any present or former officer, director or employee of the Acquired Corporations Company in such individual’s capacity as such, in each case other than any Legal Proceedings that would not reasonably be material expected to the Acquired Corporations as have a wholeMaterial Adverse Effect.
Appears in 1 contract
Legal Proceedings; Orders. (a) There As of the date hereof, there is no Legal Proceeding pending and served (or, to the knowledge of the Company, pending and not served or threatened) against any of the an Acquired Corporations Corporation or to the knowledge of the Company, against any present or former officer, director director, employee or employee Affiliate of the an Acquired Corporations Corporation in such individual’s capacity as such, in each case other than any Legal Proceedings that would not reasonably be material expected to have, individually or in the Acquired Corporations as aggregate, a wholeMaterial Adverse Effect.
Appears in 1 contract
Legal Proceedings; Orders. (a) There is no Legal Proceeding pending and served (or, to the knowledge Knowledge of the Company, pending and not served or threatenedthreatened in writing) against the Company or any of the Acquired Corporations or to the knowledge of the Companyits Subsidiaries, against any present or former executive officer, director or employee of the Acquired Corporations Company or any of its Subsidiaries relating to his or her actions or inactions in such individual’s capacity as such, in each case that status or any other Person for whom the Company or any of its Subsidiaries would be material to the Acquired Corporations as a wholeliable.
Appears in 1 contract
Legal Proceedings; Orders. (a) There As of the date hereof, there is no Legal Proceeding pending and served (or, to the knowledge Knowledge of the Company, pending and not served or threatened) against any of the Acquired Corporations Company or to the knowledge Knowledge of the Company, against any present or former officer, director or employee of the Acquired Corporations Company in such individual’s capacity as such, in each case other than any Legal Proceedings that would be material to the Acquired Corporations as has not had a wholeMaterial Adverse Effect.
Appears in 1 contract
