Legal Proceedings; Orders. (a) As of the date of this Agreement, there is no material pending Legal Proceeding and, to the Knowledge of the Company, no Person has threatened in writing to commence any Legal Proceeding: (i) that involves (A) the Company, (B) any Company Associate (in his or her capacity as such) or (C) any of the material assets owned or used by the Company; or (ii) that challenges, or that would have the effect of preventing, delaying, making illegal or otherwise interfering with, the Contemplated Transactions.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Spyre Therapeutics, Inc.), Agreement and Plan of Merger (Aeglea BioTherapeutics, Inc.), Agreement and Plan of Merger (Selecta Biosciences Inc)
Legal Proceedings; Orders. (a) As of the date of this Agreement, there is no material pending Legal Proceeding and, to the Knowledge of the Company, no Person has threatened in writing to commence any Legal Proceeding: (i) that involves (A) the Company, (B) any of its Subsidiaries, (C) any Company Associate (in his or her capacity as such) or (CD) any of the material assets owned or used by the CompanyCompany or its Subsidiaries; or (ii) that challenges, or that would may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Contemplated Transactions.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Terra Tech Corp.), Agreement and Plan of Merger and Reorganization (DelMar Pharmaceuticals, Inc.), Agreement and Plan of Merger (Versartis, Inc.)
Legal Proceedings; Orders. (a) As of the date of this Agreement, there is no material pending Legal Proceeding and, to the Knowledge of the Company, no Person has threatened in writing to commence any Legal Proceeding: (i) that involves (A) the Company, (B) any Company Associate (in his or her capacity as such) or (C) any of the material assets owned or used by the Company; or (ii) that challenges, or that would may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Contemplated Transactions.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (SciSparc Ltd.), Agreement and Plan of Merger (Anchiano Therapeutics Ltd.), Agreement and Plan of Merger (Anchiano Therapeutics Ltd.)
Legal Proceedings; Orders. (a) As of the date of this Agreement, there is no material pending Legal Proceeding and, to the Knowledge of the Company’s Knowledge, no Person has threatened in writing to commence any Legal Proceeding: (i) that involves (A) the Company, (B) any of its Subsidiaries, (C) any Company Associate (in his or her capacity as such) or (CD) any of the material assets owned or used by the CompanyCompany or its Subsidiaries; or (ii) that challenges, or that would may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Contemplated Transactions.
Appears in 5 contracts
Samples: Agreement and Plan of Merger and Reorganization (Bell Robert G.), Agreement and Plan of Merger and Reorganization (Tanimoto Sarina), Agreement and Plan of Merger and Reorganization (Silverback Therapeutics, Inc.)
Legal Proceedings; Orders. (a) As of the date of this Agreement, there There is no material pending Legal Proceeding andProceeding, and to the Company’s Knowledge of the Company, no Person has threatened in writing to commence any Legal Proceeding: (i) that involves (A) the Company, (B) or any Company Associate (in his Subsidiary or her capacity as such) or (C) any of their respective assets or any Person whose liability the material assets owned Company has or used may have retained or assumed, either contractually or by the Companyoperation of law; or (ii) that challenges, or that would may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Contemplated TransactionsMerger or any of the other transactions contemplated by this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Super League Gaming, Inc.), Agreement and Plan of Merger (Quantumsphere, Inc.), Agreement and Plan of Merger (Quantumsphere, Inc.)
Legal Proceedings; Orders. (a) As of the date of this Agreement, there is no material pending Legal Proceeding and, to the Knowledge of the Company, no Person has threatened in writing to commence any Legal Proceeding: (i) that involves (A) the Company, (B) any of its Subsidiaries, (C) any Company Associate (in his or her capacity as such) or (CD) any of the material assets owned or used by the CompanyCompany or any of its Subsidiaries; or (ii) that challenges, or that would have the effect of preventing, delaying, making illegal or otherwise interfering with, the Contemplated Transactions.
Appears in 4 contracts
Samples: Agreement and Plan of Merger and Reorganization (Rexahn Pharmaceuticals, Inc.), Agreement and Plan of Merger and Reorganization (Rexahn Pharmaceuticals, Inc.), Agreement and Plan of Merger (Proteon Therapeutics Inc)
Legal Proceedings; Orders. (a) As of the date of this Agreement, there There is no material pending Legal Proceeding and, to the Knowledge of the Company, no Person has threatened in writing to commence any Legal Proceeding: (i) that involves (A) the Company, (B) Company or any of its Subsidiaries or any Company Associate (in his or her capacity as such) or (C) any of the material assets owned or used by the Company; Company or any of its Subsidiaries or (ii) that challenges, or that would may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Contemplated Transactions.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (ARCA Biopharma, Inc.), Agreement and Plan of Merger and Reorganization (AVROBIO, Inc.), Agreement and Plan of Merger (Magenta Therapeutics, Inc.)
Legal Proceedings; Orders. (a) As of the date of this Agreement, there There is no material pending Legal Proceeding and, to the Knowledge of the Company, no Person has threatened in writing to commence any Legal Proceeding: (i) that involves (A) the CompanyCompany or any of its Subsidiaries, (B) any Company Associate (in his or her capacity as such) or (C) any of the material assets owned or used by the Company; Company or its Subsidiaries or (ii) that challenges, or that would may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Contemplated Transactions.
Appears in 3 contracts
Samples: Support Agreement (Talaris Therapeutics, Inc.), Agreement and Plan of Merger and Reorganization (Gemini Therapeutics, Inc. /DE), Agreement and Plan of Merger (Zafgen, Inc.)
Legal Proceedings; Orders. (a) As of the date of this Agreement, there is no material pending Legal Proceeding and, to the Knowledge of the Company’s Knowledge, no Person has threatened in writing to commence any Legal Proceeding: (i) that involves (A) the Company, (B) any Company Associate (in his or her capacity as such) or (C) any of the material assets owned or used by the Company; or (ii) that challenges, or that would reasonably be expected to have the effect of preventing, delaying, making illegal or otherwise interfering with, the Contemplated Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (MorphImmune Inc.), Agreement and Plan of Merger and Reorganization (Immunome Inc.)
Legal Proceedings; Orders. (a) As of the date of this Agreement, there is no material pending Legal Proceeding and, to the Knowledge of the Company, no Person has threatened in writing to commence any Legal Proceeding: (i) that involves (A) the Company, (B) any of its Subsidiaries, (C) any Company Associate (in his or her capacity as such) or (CD) any of the material assets owned or used by the CompanyCompany or its Subsidiaries; or (ii) that challenges, or that would have the effect of preventing, delaying, making illegal or otherwise interfering with, the Contemplated Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Gemphire Therapeutics Inc.), Agreement and Plan of Merger and Reorganization (GTX Inc /De/)
Legal Proceedings; Orders. (a) As of the date of this AgreementExcept as set forth in Schedule 2.19(a), there is no material pending Legal Proceeding andProceeding, and to the Company’s Knowledge of the Company, no Person has threatened in writing to commence any Legal Proceeding: (i) that involves (A) the Company, (B) any Company Associate (in his or her capacity as such) or (C) any of its assets or any Person whose liability the material assets owned Company has or used may have retained or assumed, either contractually or by the Companyoperation of law; or (ii) that challenges, or that would may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Contemplated TransactionsMerger or any of the other transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Bluephoenix Solutions LTD), Agreement and Plan of Merger (Bluephoenix Solutions LTD)
Legal Proceedings; Orders. (a) As of the date of this Agreement, there is no material pending Legal Proceeding and, to the Knowledge of the Company, no Person has threatened in writing to commence any Legal Proceeding: (i) that involves (A) the CompanyCompany Group, (B) any Company Associate (in his or her capacity as such) or (C) any of the material assets owned or used by the CompanyCompany Group; or (ii) that challenges, or that would reasonably be expected to have the effect of preventing, delaying, making illegal or otherwise interfering with, the Contemplated Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Kubient, Inc.), Agreement and Plan of Merger and Reorganization (Kubient, Inc.)
Legal Proceedings; Orders. (a) As of the date of this Agreement, there There is no material pending Legal Proceeding andProceeding, and (to the Knowledge of the Company, ) no Person has threatened in writing to commence any Legal Proceeding: (i) that involves (A) the Company, (B) any Company Associate (in his or her capacity as such) or (C) any of the material Company Entities, or any business of any of the Company Entities, any of the assets owned owned, leased or used by any of the CompanyCompany Entities; or (ii) that challenges, or that would may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other Contemplated Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Broadcast International Inc), Agreement and Plan of Merger and Reorganization (Alldigital Holdings, Inc.)
Legal Proceedings; Orders. (a) As of the date of this Agreement, there There is no material pending Legal Proceeding and, to the Knowledge of the Company, no Person has threatened in writing to commence any Legal Proceeding: (i) that involves (A) the Company, (B) any Company Associate (in his or her capacity as such) or (C) any of the material assets owned or used by the Company; or (ii) that challenges, or that would may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Contemplated Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Apricus Biosciences, Inc.)
Legal Proceedings; Orders. (a) As of the date of this Agreement, there is no material pending Legal Proceeding and, to the Knowledge of the Company, no Person has threatened in writing to commence any Legal Proceeding: (i) that involves (A) the Company, (B) any of its Subsidiaries, (C) any Company Associate (in his or her capacity as such) or (CD) any of the material assets owned or used by the CompanyCompany or its Subsidiaries; or (ii) that challenges, or that would may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Contemplated Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Aquinox Pharmaceuticals, Inc)
Legal Proceedings; Orders. (a) As of Except as set forth in the date of this AgreementDisclosure Schedule, there is no material pending Legal Proceeding Proceeding, and, to the Knowledge of the Companytheir Knowledge, no Person has threatened in writing to commence any Legal Proceeding: (i) that involves (A) to which the Company, (B) any Company Associate (in his is a party or her capacity as such) or (C) to which any of the material assets owned or used by the Company are subject, in either case that could reasonably be expected to have a Material Adverse Effect on the Company; or (ii) that challengesseeks to prevent, delay or that would have make illegal the effect Transaction or any of preventing, delaying, making illegal or otherwise interfering with, the Contemplated Transactionsother transactions contemplated by this Agreement.
Appears in 1 contract
Legal Proceedings; Orders. (a) As of the date of this Agreement, there is no material pending Legal Proceeding and, to the Knowledge of the Company, no Person has threatened in writing to commence any Legal Proceeding: (i) that involves (A) the Company, (B) any of its Subsidiaries, (C) Company Associate (in his or her such Person’s capacity as such) or (CD) any of the material assets owned or used by the CompanyCompany or its Subsidiaries; or (ii) that challenges, or that would have the effect of preventing, delaying, making illegal or otherwise interfering with, the Contemplated Transactions.
Appears in 1 contract
Legal Proceedings; Orders. (a) As of the date of this Agreement, there is no material pending Legal Proceeding and, to the Knowledge of the Company’s Knowledge, no Person has threatened in writing to commence any Legal Proceeding: (i) that involves (A) the Company, (B) any of its Subsidiaries, (C) any director or officer of the Company Associate (in his or her capacity as such) or (CD) any of the material assets owned or used by the Company; Company or its Subsidiaries; or (ii) that challenges, or that would reasonably be expected to have the effect of preventing, delaying, making illegal or otherwise interfering with, the Contemplated Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (AgeX Therapeutics, Inc.)
Legal Proceedings; Orders. (a) As of the date of this Agreement, there is no material pending Legal Proceeding and, to the Knowledge of the Company’s Knowledge, no Person has threatened in writing to commence any Legal Proceeding: (i) that involves (A) the Company, (B) any of its Subsidiaries, (C) any director or officer of the Company Associate (in his or her capacity as such) or (CD) any of the material assets owned or used by the CompanyCompany or its Subsidiaries; or (ii) that challenges, or that would reasonably be expected to have the effect of preventing, delaying, making illegal or otherwise interfering with, the Contemplated Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Angion Biomedica Corp.)
Legal Proceedings; Orders. (a) As of the date of this Agreement, there There is no material pending Legal Proceeding and, to the Knowledge of the Company, no Person has threatened in writing to commence any Legal Proceeding: (i) that involves (A) the Company, (B) any Company Associate (in his or her capacity as such) or (C) any of the material assets owned or used or planned to be used by the Company; or (ii) that challenges, or that would may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Company’s business or the Contemplated Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Mer Telemanagement Solutions LTD)
Legal Proceedings; Orders. (a) As of the date of this Agreement, there is no material pending Legal Proceeding and, to the Knowledge of the Company, and no Person has threatened in writing to commence any material Legal Proceeding: (i) that involves (A) the Company, (B) any of its Subsidiaries, (C) any Company Associate (in his or her capacity as such) or (CD) any of the material assets owned or used by the CompanyCompany or any of its Subsidiaries; or (ii) that challenges, or that would may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Contemplated Transactions.
Appears in 1 contract
Legal Proceedings; Orders. (a) As of the date of this Agreement, there There is no material pending Legal Proceeding and, to the Knowledge of the Company, no Person has threatened in writing to commence any Legal Proceeding: (i) that involves (A) the Company, (B) or any of its Subsidiaries, any Company Associate (in his or her capacity as such) or (C) any of the material assets owned or used by the CompanyCompany or its Subsidiaries; or (ii) that challenges, or that would may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Contemplated Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Nivalis Therapeutics, Inc.)
Legal Proceedings; Orders. (a) As of the date of this Agreement, there is no material pending Legal Proceeding and, to the Knowledge of the Company, no Person has threatened in writing to commence any Legal Proceeding: (i) that involves (A) the Company, (B) any Company Associate (in his or her capacity as such) or (C) any of the material assets owned or used by the Company; or (ii) that challenges, or that would have the effect of preventing, delaying, making illegal or otherwise interfering with, the Contemplated Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Leap Therapeutics, Inc.)
Legal Proceedings; Orders. (a) As of the date of this Agreement, there There is no material pending Legal Proceeding and, to the Knowledge of the Company, no Person has threatened in writing to commence any Legal Proceeding: (i) that involves (A) the Company, (B) any Company Associate (in his or her capacity as such) or (C) any of the material assets owned or used by the Company; Company or (ii) that challenges, or that would may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Contemplated Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Unum Therapeutics Inc.)
Legal Proceedings; Orders. (a) As of the date of this Agreement, there is no material pending Legal Proceeding and, to the Knowledge of the Company, no Person has threatened in writing to commence any Legal Proceeding: (i) that involves (A) the Company, (B) any Company Associate (in his or her capacity as such) or (C) any of the material assets owned or used by the Company; or (ii) that challenges, or that would may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Contemplated TransactionsExchange.
Appears in 1 contract
Samples: Exchange Agreement (RetinalGenix Technologies Inc.)
Legal Proceedings; Orders. (a) As of the date of this Agreement, there is no material pending Legal Proceeding and, to the Knowledge of the Company, no Person has after January 1, 2018 threatened in writing to commence any Legal Proceeding: (i) that involves (A) the Company, (B) any Company Associate (in his or her capacity as such) or (C) any of the material assets owned or used by the Company; or (ii) that challenges, or that would have the effect of preventing, delaying, making illegal or otherwise interfering with, the Contemplated Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ritter Pharmaceuticals Inc)
Legal Proceedings; Orders. (a) As of the date of this Agreement, there is no material pending Legal Proceeding and, to the Knowledge of the Company, no Person has threatened in writing to commence any Legal Proceeding: (i) that involves (A) the Company, (B) any Company Associate (in his or her capacity as such) or (C) any of the material assets owned or used by the Company; , or (ii) that challenges, or that would may reasonably be expected to have the effect of preventing, delaying, making illegal or otherwise interfering with, the Contemplated Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Vallon Pharmaceuticals, Inc.)
Legal Proceedings; Orders. (a) As of the date of this Agreement, there is no material pending Legal Proceeding and, to the Knowledge of the Company, no Person has threatened in writing to commence any Legal Proceeding: (i) that involves (A) the CompanyCompany or its Subsidiary, (B) any Company Associate (in his or her capacity as such) or (C) any of the material assets owned or used by the CompanyCompany or its Subsidiary; or (ii) that challenges, or that would have the effect of preventing, delaying, making illegal or otherwise interfering with, the Contemplated Transactions.
Appears in 1 contract
Legal Proceedings; Orders. (a) As of the date of this Agreement, there There is no material pending Legal Proceeding Proceeding, and, to the Knowledge knowledge of the CompanyCompany and the Signing Shareholder, no Person has overtly threatened in writing to commence any Legal Proceeding: (i) that involves (A) the Company, (B) any Company Associate (in his or her capacity as such) or (C) any of the material assets owned or used by the CompanyCompany or any Person whose liability the Company has or may have retained or assumed, either contractually or by operation of law; or (ii) that challenges, or that would may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Contemplated TransactionsMerger or any of the other transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger And (Asyst Technologies Inc /Ca/)
Legal Proceedings; Orders. (a) As of the date of this Agreement, there There is no material pending Legal Proceeding and, to the Knowledge of the Company, no Person has threatened in writing to commence any Legal Proceeding: (i) that involves (A) the Company, (B) any Company Associate (in his or her capacity as such) or (C) any of the material assets owned or used by the Company; Company or (ii) that challenges, or that would may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Contemplated Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (First Wave BioPharma, Inc.)
Legal Proceedings; Orders. (a) As of the date of this Agreement, there is no material pending Legal Proceeding and, to the Knowledge of the Company, no Person has threatened in writing to commence any Legal Proceeding: (i) that involves (A) the Company, (B) to the Company’s Knowledge, any Company Associate (in his or her capacity as such) or (C) any of the material assets owned or used by the Company; or (ii) that challenges, or that would may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Contemplated Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Edge Therapeutics, Inc.)
Legal Proceedings; Orders. (a) As of the date of this Agreement, there is no material pending Legal Proceeding and, to the Knowledge of the Company, no Person has threatened in writing to commence any Legal Proceeding: (i) that involves (A) the Company, (B) any Company Associate (in his or her capacity as such) or (C) any of the material assets owned or used by the Company; Company or (ii) that challenges, or that would may reasonably be expected to have the effect of preventing, delaying, making illegal or otherwise interfering with, the Contemplated Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Seneca Biopharma, Inc.)
Legal Proceedings; Orders. (a) As of the date of this Agreement, there There is no material pending Legal Proceeding and, to the Knowledge of the Company, no Person has threatened in writing to commence any Legal Proceeding: (i) that involves (A) the Company, (B) to the Company’s Knowledge, any Company Associate (in his or her capacity as such) or (C) any of the material assets owned or used by the Company; or (ii) that challenges, or that would may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Contemplated Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Orgenesis Inc.)
Legal Proceedings; Orders. (a) As of the date of this Agreement, to the Knowledge of the Company, there is no material pending Legal Proceeding and, to the Knowledge of the Company, and no Person has threatened in writing to commence any Legal Proceeding: (i) that involves (A) the Company, (B) any Company Associate (in his or her capacity as such) or (C) any of the material assets owned or used by the Company; or (ii) that challenges, or that would have the effect of preventing, delaying, making illegal or otherwise interfering with, the Contemplated Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Newlink Genetics Corp)
Legal Proceedings; Orders. (a) As of the date of this Agreement, there is no material pending Legal Proceeding and, to the Knowledge of the Company, no Person has threatened in writing to commence any Legal Proceeding: (i) that involves (A) the Company, (B) any of its Subsidiaries, (C) any Company Associate (in his or her capacity as such) or (CD) any of the material assets owned or used by the CompanyCompany or any of its Subsidiaries; or (ii) that challenges, or that would have the effect of preventing, delayingdelaying beyond the End Date, or making illegal or otherwise interfering withillegal, the Contemplated Transactions.
Appears in 1 contract
