Legal Proceedings; Orders. (a) As of the date of this Agreement, there is no material pending Legal Proceeding and, to the Knowledge of Parent, no Person has threatened in writing to commence any Legal Proceeding: (i) that involves (A) Parent, (B) any of its Subsidiaries, (C) any Parent Associate (in his or her capacity as such) or (D) any of the material assets owned or used by Parent 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 8 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 Parent, no Person has threatened in writing to commence any Legal Proceeding: (i) that involves (A) Parent, (B) any of its Subsidiaries, (C) any Parent Associate (in his or her capacity as such) or (DC) any of the material assets owned or used by Parent or its SubsidiariesParent; 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 7 contracts
Samples: Agreement and Plan of Merger (SciSparc Ltd.), Agreement and Plan of Merger and Reorganization (NTN Buzztime Inc), Agreement and Plan of Merger and Reorganization (BioPharmX Corp)
Legal Proceedings; Orders. (a) As of the date of this Agreement, except as set forth in Section 3.16(a) of the Parent Disclosure Schedule, there is no material pending Legal Proceeding and, to the Knowledge of Parent’s Knowledge, no Person has threatened in writing to commence any Legal Proceeding: (i) that involves (A) Parent, (B) any of its Subsidiaries, (C) any Parent Associate (in his or her capacity as such) or (DC) any of the material assets owned or used by Parent or its SubsidiariesParent; 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 is no material pending Legal Proceeding and, to the Knowledge of Parent, no Person has threatened in writing to commence any Legal Proceeding: (i) that involves (A) Parent, (B) any of its Subsidiaries, (C) any Parent Associate (in his or her capacity as such) or (DC) any of the material assets owned or used by Parent or its SubsidiariesParent; or (ii) that challenges, or that would 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 (Rexahn Pharmaceuticals, Inc.), Agreement and Plan of Merger and Reorganization (Rexahn Pharmaceuticals, Inc.), Agreement and Plan of Merger and Reorganization (GTX Inc /De/)
Legal Proceedings; Orders. (a) As of the date of this Agreement, there is no material pending Legal Proceeding and, to the Knowledge of Parent, no Person has threatened in writing to commence any Legal Proceeding: (i) that involves (A) Parent, (B) any of its Subsidiaries, (C) any Parent Associate (in his or her capacity as such) or (D) any of the material assets owned or used by Parent or any of 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 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 is no material pending Legal Proceeding and, to the Knowledge of Parent’s Knowledge, no Person has threatened in writing to commence any Legal Proceeding: (i) that involves (A) Parent, (B) any of its Subsidiaries, (C) any Parent Associate (in his or her capacity as such) or (D) any of the material assets owned or used by Parent 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 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 Parent, no Person has threatened in writing to commence any Legal Proceeding: (i) that involves (A) Parent, (B) Parent or any of its Subsidiaries, (CB) any Parent Associate (in his or her capacity as such) or (DC) any of the material assets owned or used by Parent 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
Samples: 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 Parent, no Person has threatened in writing to commence any Legal Proceeding: (i) that involves (A) Parent, (B) any of its Subsidiaries, (C) any Parent Associate Affiliate (in his or her capacity as such) or (DC) any of the material assets owned or used by Parent or its SubsidiariesParent; 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 (DelMar 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 Parent, no Person has threatened in writing to commence any Legal Proceeding: (i) that involves (A) Parent, (B) any of its Subsidiaries, (C) any Parent Associate (in his or her capacity as such) or (D) any of the material assets owned or used by Parent 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
Samples: Agreement and Plan of Merger (Leap 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 Parent, no Person has threatened in writing to commence any Legal Proceeding: (i) that involves (A) Parent, (B) any of its Subsidiaries, (C) any Parent Associate (in his or her capacity as such) or (D) any of the material assets owned or used by Parent 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 the date of this Agreement, there is no pending material pending Legal Proceeding and, to the Knowledge of Parent, and no Person has threatened in writing to commence any material Legal Proceeding: (i) that involves (A) Parent, (B) any of its Subsidiaries, (C) any Parent Associate (in his or her capacity as such) or (D) any of the material assets owned or used by Parent 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 is no material pending Legal Proceeding and, to the Knowledge of Parent, no Person has threatened in writing to commence any Legal Proceeding: (i) that involves (A) Parent, (BC) any of its Parent’s Subsidiaries, (C) any Parent Associate (in his or her capacity as such) or (D) any of the material assets owned or used by Parent 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
Samples: Agreement and Plan of Merger and Reorganization (Histogenics Corp)
Legal Proceedings; Orders. (a) As of the date of this Agreement, there is no material pending Legal Proceeding and, to the Knowledge of Parent, no Person has threatened in writing to commence any Legal Proceeding: (i) that TABLE OF CONTENTS involves (A) Parent, (B) Parent or any of its Subsidiaries, (CB) any Parent Associate (in his or her capacity as such) or (DC) any of the material assets owned or used by Parent 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
Samples: 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 Parent, no Person has threatened in writing to commence any Legal Proceeding: (i) that involves (A) Parent, (B) any of its Subsidiariesthe Merger Sub, (C) any Parent Associate (in his or her capacity as such) or (D) any of the material assets owned or used by Parent or its SubsidiariesParent; 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 (Tocagen Inc)
Legal Proceedings; Orders. (a) As of the date of this Agreement, there is no material pending Legal Proceeding and, to the Knowledge of Parent, no Person has threatened in writing to commence any Legal Proceeding: (i) that involves (A) Parent, (B) any of Parent or its Subsidiaries, (CB) any Parent Associate (in his or her capacity as such) or (DC) any of the material assets owned or used by Parent 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
Legal Proceedings; Orders. (a) As of the date of this Agreement, to the Knowledge of the Parent, there is no material pending Legal Proceeding and, to the Knowledge of Parent, and no Person has threatened in writing to commence any Legal Proceeding: (i) that involves (A) Parent, (B) any of its Subsidiaries, (C) any Parent Associate (in his or her capacity as such) or (DC) any of the material assets owned or used by Parent or its SubsidiariesParent; 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 Parent, no Person has threatened in writing to commence any Legal Proceeding: (i) that involves (A) Parent, (B) any of its Subsidiaries, (C) any Parent Associate (in his or her capacity as such) or (D) any of the material assets owned or used by Parent 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
Legal Proceedings; Orders. (a) As of the date of this Agreement, there is no material pending Legal Proceeding and, to the Knowledge of Parent, no Person has threatened in writing to commence any Legal Proceeding: (i) that involves (A) Parent, (B) any of its Subsidiaries, (C) any Parent Associate (in his or her capacity as such) or (DC) any of the material assets owned or used by Parent or its SubsidiariesParent; or (ii) that challenges, or that would may have the effect of preventing, delaying, making illegal or otherwise materially 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 Parent, no Person has threatened in writing to commence any Legal Proceeding: (i) that involves (A) Parent, (B) any of its Subsidiaries, (C) any Parent Associate (in his or her capacity as such) or (D) any of the material assets owned or used by Parent 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 Parent, no Person has threatened in writing to commence any Legal Proceeding: (i) that involves (A) Parent, (B) any of its Parent's Subsidiaries, (C) any Parent Associate (in his or her capacity as such) or (D) any of the material assets owned or used by Parent or its Subsidiaries; 37 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 (Proteon 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 Parent, no Person has threatened in writing to commence any Legal Proceeding: (i) that involves (A) Parent, (B) any of its Subsidiariesthe Merger Sub, (C) any Parent Associate (in his or her capacity as such) or (D) any of the material assets owned or used by Parent or its SubsidiariesParent; 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 (Sunesis 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 Parent’s Knowledge, no Person has threatened in writing to commence any Legal Proceeding: (i) that involves (A) Parent, (B) any of its Subsidiaries, (C) any Parent Associate (in his or her capacity as such) or (D) any of the material assets owned or used by Parent or its Subsidiaries; 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.)