Common use of No Litigation, Etc Clause in Contracts

No Litigation, Etc. There shall not be any action, investigation, proceeding or litigation instituted, commenced, pending or, to the Knowledge of the Company, threatened by or before any Governmental Authority that would or that seeks or is reasonably likely to (i) restrain, enjoin, prevent, prohibit or make illegal the acquisition of some or all of the shares of Company Ordinary Shares by Parent or Merger Sub or the consummation of the Merger or the other Transactions, (ii) impose limitations on the ability of Parent or its Affiliates effectively to exercise full rights of ownership of all shares of the Surviving Corporation, (iii) restrain, enjoin, prevent, prohibit or make illegal, or impose material limitations on, Parent’s or any of its Affiliates’ ownership or operation of all or any material portion of the businesses and assets of the Company and its Subsidiaries, taken as a whole, or, as a result of the Transactions, of Parent and its Subsidiaries, taken as a whole, (iv) as a result of the Transactions, compel Parent or any of its Affiliates to dispose of any shares of the Surviving Corporation or to dispose of or hold separate any material portion of the businesses or assets of the Company and its Subsidiaries, taken as a whole, or of Parent and its Subsidiaries, taken as a whole, or (v) impose damages on Parent, the Company or any of their respective Subsidiaries as a result of the Transactions in amounts that are material in relation to the Company or the Transactions;

Appears in 2 contracts

Samples: Agreement and Plan of Merger (On Track Innovations LTD), Agreement and Plan of Merger (STARLIMS Technologies LTD)

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No Litigation, Etc. There shall not be any action, investigation, proceeding or litigation instituted, commenced, commenced or pending or, to the Knowledge of the Company, threatened by or before any Governmental Authority that would or that seeks or is reasonably likely to (i) restrain, enjoin, prevent, prohibit or make illegal the acquisition of some illegal, or all of the shares of Company Ordinary Shares by Parent or Merger Sub or the consummation of the Merger or the other Transactions, (ii) impose material limitations on the ability of Parent or its Affiliates Holdings effectively to exercise full rights of ownership of all shares of the DIRECTV Surviving Corporation and the Splitco Surviving Corporation, (iiiii) restrain, enjoin, prevent, prohibit or make illegal, or impose material limitations on, Parent’s or any of its AffiliatesHoldings’ ownership or operation of all or any material portion of the businesses and assets of the Company DIRECTV and its Subsidiaries, taken as a whole, or, as a result of the Transactions, of Parent Splitco and its Subsidiaries, taken as a whole, (iviii) as a result of the Transactions, compel Parent or any of its Affiliates Holdings to dispose of any shares of the DIRECTV Surviving Corporation or the Splitco Surviving Corporation or to dispose of or hold separate any material portion of the businesses or assets of the Company DIRECTV and its Subsidiaries, taken as a whole, or or, as a result of Parent the Transactions, of Splitco and its Subsidiaries, taken as a whole, or (viv) impose damages on ParentHoldings, the Company Splitco or DIRECTV or any of their respective Subsidiaries as a result of the Transactions in amounts that are material in relation to the Company Holdings or the Transactions;

Appears in 1 contract

Samples: Agreement and Plan of Merger (Directv Group Inc)

No Litigation, Etc. There shall not be any action, investigation, proceeding or litigation instituted, commenced, commenced or pending or, to the Knowledge of the Company, threatened by or before any Governmental Authority that would or that seeks or is reasonably likely to (i) restrain, enjoin, prevent, prohibit or make illegal the acquisition of some illegal, or all of the shares of Company Ordinary Shares by Parent or Merger Sub or the consummation of the Merger or the other Transactions, (ii) impose material limitations on the ability of Parent or its Affiliates Holdings effectively to exercise full rights of ownership of all shares of the DIRECTV Surviving Corporation and the Splitco Surviving Corporation, (iiiii) restrain, enjoin, prevent, prohibit or make illegal, or impose material limitations on, Parent’s or any of its Affiliates’ Holdings' ownership or operation of all or any material portion of the businesses and assets of the Company DIRECTV and its Subsidiaries, taken as a whole, or, as a result of the Transactions, of Parent Splitco and its Subsidiaries, taken as a whole, (iviii) as a result of the Transactions, compel Parent or any of its Affiliates Holdings to dispose of any shares of the DIRECTV Surviving Corporation or the Splitco Surviving Corporation or to dispose of or hold separate any material portion of the businesses or assets of the Company DIRECTV and its Subsidiaries, taken as a whole, or or, as a result of Parent the Transactions, of Splitco and its Subsidiaries, taken as a whole, or (viv) impose damages on ParentHoldings, the Company Splitco or DIRECTV or any of their respective Subsidiaries as a result of the Transactions in amounts that are material in relation to the Company Holdings or the Transactions;

Appears in 1 contract

Samples: Agreement and Plan of Merger (Liberty Entertainment, Inc.)

No Litigation, Etc. There shall not be any action, investigation, proceeding or litigation instituted, commenced, pending or, to the Knowledge of the Company, or threatened by or before any Governmental Authority that would or that seeks or is reasonably likely to (i) restrain, enjoin, prevent, prohibit or make illegal the acquisition of some or all of the shares of Company Ordinary Shares Common Stock by Parent or Merger Sub or the consummation of the Merger Mergers or the other Transactions, (ii) impose limitations on the ability of Parent or its Affiliates effectively to exercise full rights of ownership of all shares of Company Common Stock or shares of the Surviving Corporation, (iii) restrain, enjoin, prevent, prohibit or make illegal, or impose material limitations on, Parent’s or any of its Affiliates’ ownership or operation of all or any material significant portion of the businesses and assets of the Company and its Subsidiaries, taken as a whole, or, as a result of the Transactions, of Parent and its Subsidiaries, taken as a whole, (iv) as a result of the Transactions, compel Parent or any of its Affiliates to dispose of any shares of Company Common Stock or shares of the Surviving Corporation or to dispose of or hold separate any material significant portion of the businesses or assets of the Company and its Subsidiaries, taken as a whole, or of Parent and its Subsidiaries, taken as a whole, or (v) impose damages on Parent, the Company or any of their respective Subsidiaries as a result of the Transactions Transactions, in amounts any such case, under clause (i), (ii), (iii), (iv) or (v) of this Section 6.1(h) that are material could be reasonably likely to result in relation to the a Company Material Adverse Effect or the Transactions;a Parent Material Adverse Effect; and

Appears in 1 contract

Samples: Agreement and Plan of Merger (Seabulk International Inc)

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No Litigation, Etc. There shall not be any action, investigation, proceeding litigation or litigation Proceeding instituted, commenced, pending or, to the Knowledge of the Company, or threatened by or before any Governmental Authority that would or that seeks or is reasonably likely to (i) restrain, enjoin, prevent, prohibit or make illegal the acquisition of some or all of the shares of Company Ordinary Shares Common Stock by Parent or Merger Sub or the consummation of the Merger or the other Transactions, (ii) impose limitations on the ability of Parent or its Affiliates effectively to exercise full rights of ownership of all shares of the Surviving Corporation, (iii) restrain, enjoin, prevent, prohibit or make illegal, or impose material limitations on, Parent’s or any of its Affiliates’ ownership or operation of all or any material portion of the businesses and assets of the Company and its Subsidiaries, taken as a whole, or, as a result of the Transactions, of Parent and its Subsidiaries, taken as a whole, (iv) as a result of the Transactions, compel Parent or any of its Affiliates to dispose of any shares of the Surviving Corporation or to dispose of or hold separate any material portion of the businesses or assets of the Company and its Subsidiaries, taken as a whole, or of Parent and its Subsidiaries, taken as a whole, or (vi) impose damages on Parent, the Company or any of their respective Subsidiaries as a result of the Transactions in amounts that are material in relation to the Company or the Transactions;

Appears in 1 contract

Samples: Agreement and Plan of Merger (MTS Medication Technologies, Inc /De/)

No Litigation, Etc. There shall not be any action, investigation, proceeding or litigation instituted, commenced, pending or, to the Knowledge of the Company, or threatened by or before any Governmental Authority that would or that seeks or is reasonably likely to (i) restrain, enjoin, prevent, prohibit or make illegal the acquisition of some or all of the shares of Company Ordinary Shares Common Stock by Parent or Merger Sub or the consummation of the Merger Mergers or the other Transactions, (ii) impose limitations on the ability of Parent or its Affiliates effectively to exercise full rights of ownership of all shares of Company Common Stock or shares of the Surviving Corporation, (iii) restrain, enjoin, prevent, prohibit or make illegal, or impose material limitations on, Parent’s 's or any of its Affiliates' ownership or operation of all or any material significant portion of the businesses and assets of the Company and its Subsidiaries, taken as a whole, or, as a result of the Transactions, of Parent and its Subsidiaries, taken as a whole, (iv) as a result of the Transactions, compel Parent or any of its Affiliates to dispose of any shares of Company Common Stock or shares of the Surviving Corporation or to dispose of or hold separate any material significant portion of the businesses or assets of the Company and its Subsidiaries, taken as a whole, or of Parent and its Subsidiaries, taken as a whole, or (v) impose damages on Parent, the Company or any of their respective Subsidiaries as a result of the Transactions Transactions, in amounts any such case, under clause (i), (ii), (iii), (iv) or (v) of this Section 6.1(h) that are material could be reasonably likely to result in relation to the a Company Material Adverse Effect or the Transactions;a Parent Material Adverse Effect; and

Appears in 1 contract

Samples: Agreement and Plan of Merger (Seacor Holdings Inc /New/)

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