Common use of Absence of Litigation Clause in Contracts

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of the Stockholder, threatened in writing against, the Stockholder or any of the Stockholder’s properties or assets (including the Subject Shares) that could reasonably be expected to prevent, delay or impair the ability of the Stockholder to perform the Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby.

Appears in 26 contracts

Samples: Merger Agreement (CalciMedica, Inc. /DE/), Support Agreement (Vallon Pharmaceuticals, Inc.), Support Agreement (Graybug Vision, Inc.)

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Absence of Litigation. With respect to the Stockholder, as of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of the Stockholder, threatened in writing against, the Stockholder or any of the Stockholder’s properties or assets (including the Subject Shares) that could reasonably be expected to prevent, delay or impair the ability of the Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated hereby.

Appears in 21 contracts

Samples: Stockholder Support Agreement (Yumanity Therapeutics, Inc.), Support Agreement (Proteostasis Therapeutics, Inc.), Support Agreement (Proteostasis Therapeutics, Inc.)

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no suit, action, suit, investigation or proceeding pending against, or, to the knowledge of the such Stockholder, threatened in writing against, against or affecting the Stockholder or any of the Stockholder’s properties or assets (including the Subject Shares) that could reasonably be expected to prevent, delay or materially impair the ability of the Stockholder to perform the Stockholder’s its, his or her obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Appears in 20 contracts

Samples: Voting Agreement (Perfumania Holdings, Inc.), Voting Agreement (Perfumania Holdings, Inc.), Voting Agreement (Perfumania Holdings, Inc.)

Absence of Litigation. With respect to the such Stockholder, as of the date hereof, there is no action, suit, investigation or proceeding Proceeding pending against, or, to the knowledge of the such Stockholder, threatened in writing against, the against such Stockholder or any of the such Stockholder’s properties or assets (including the any of such Stockholder’s Subject Shares) before or by any Governmental Entity that could would reasonably be expected to prevent, prevent or materially delay or impair the ability consummation by such Stockholder of the Stockholder to perform the Stockholder’s obligations hereunder or to consummate the transactions contemplated herebyby this Agreement or otherwise materially impair such Stockholder’s ability to perform its obligations hereunder.

Appears in 19 contracts

Samples: Tender and Support Agreement (Cadeler a/S), Tender and Support Agreement (Cadeler a/S), Tender and Support Agreement (Cadeler a/S)

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there is There are no action, suit, investigation actions or proceeding lawsuits pending against, or, to the knowledge of the StockholderStockholder threatened, threatened in writing against, the against or affecting Stockholder before or by any of the Stockholder’s properties court or assets (including the Subject Shares) governmental authority that could reasonably be expected to prevent, delay or impair the ability of the Stockholder to perform the Stockholder’s his, her or its obligations hereunder or to consummate the transactions contemplated herebyhereunder.

Appears in 16 contracts

Samples: Transition Agreement (Central European Distribution Corp), Transition Agreement (Central European Distribution Corp), Voting Agreement (Central European Distribution Corp)

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no suit, action, suit, investigation or proceeding pending against, or, to the knowledge of the such Stockholder, threatened in writing against, the against such Stockholder before or by any of the Stockholder’s properties or assets (including the Subject Shares) Governmental Entity that could reasonably be expected to prevent, delay or would impair the ability of the such Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Appears in 16 contracts

Samples: Right of First Offer Agreement (Sprint Nextel Corp), Voting and Support Agreement (Sprint Nextel Corp), Voting and Support Agreement (Clearwire Corp /DE)

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no action, suit, investigation or proceeding Action pending against, or, to the knowledge of the such Stockholder, threatened in writing against, the against such Stockholder or any of the Stockholder’s properties or assets (including the Subject Shares) that could would reasonably be expected to prevent, delay or materially impair the ability of the such Stockholder to perform the such Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby.

Appears in 10 contracts

Samples: Voting and Standstill Agreement, Merger Agreement (Avista Healthcare Public Acquisition Corp.), Voting and Standstill Agreement (Arbor Realty Trust Inc)

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of the Stockholder, threatened in writing against, the Stockholder or any of the Stockholder’s properties or assets (including the Subject Shares) that could reasonably be expected to prevent, delay or impair the ability of the Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated hereby.

Appears in 10 contracts

Samples: Support Agreement (Organovo Holdings, Inc.), Support Agreement (Organovo Holdings, Inc.), Support Agreement (Newlink Genetics Corp)

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there is no action, suit, claim, proceeding, charge, investigation or proceeding arbitration pending against, or, to the knowledge of the Stockholder, threatened in writing against, against or affecting the Stockholder or any of the Stockholder’s properties or assets (including the Subject Shares) before or by any Governmental Authority that could would reasonably be expected to prevent, prevent or materially delay or impair the Stockholder’s ability of the Stockholder to perform the Stockholder’s his obligations hereunder or to consummate the transactions contemplated herebyhereunder.

Appears in 10 contracts

Samples: Voting and Support Agreement (AdTheorent Holding Company, Inc.), Voting and Support Agreement (AdTheorent Holding Company, Inc.), Voting and Support Agreement (AdTheorent Holding Company, Inc.)

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of the Company Stockholder, threatened in writing againstagainst or otherwise affecting, the Company Stockholder or any of the Stockholder’s his or her properties or assets (including the Subject SharesSecurities) that could reasonably be expected to prevent, delay materially impair or impair materially adversely affect the ability of the Company Stockholder to perform the Company Stockholder’s obligations hereunder or to consummate the transactions contemplated herebyhereunder.

Appears in 9 contracts

Samples: Tender Agreement (Valeant Pharmaceuticals International, Inc.), Tender Agreement (Valeant Pharmaceuticals International, Inc.), Tender Agreement (Valeant Pharmaceuticals International, Inc.)

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no action, suit, investigation or proceeding Action pending against, or, to the knowledge of the Stockholder, threatened in writing againstwriting, against or affecting the Stockholder that prevents, impairs or any of the Stockholder’s properties or assets (including the Subject Shares) that could reasonably be expected to prevent, delay or impair adversely affects the ability of the Stockholder to perform the Stockholder’s obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Appears in 9 contracts

Samples: Voting Agreement (KushCo Holdings, Inc.), Voting Agreement (KushCo Holdings, Inc.), Voting Agreement (KushCo Holdings, Inc.)

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of the Stockholder, threatened in writing againstagainst or affecting, the Stockholder or any of the Stockholder’s its properties or assets (including the Subject Shares) that could reasonably be expected to prevent, delay or impair the ability of the Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Appears in 8 contracts

Samples: Tender and Support Agreement (Dakota Growers Pasta Co Inc), Tender and Support Agreement (Dakota Growers Pasta Co Inc), Tender and Support Agreement (Viterra Inc /Fi)

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no action, suit, investigation or proceeding Action pending against, or, to the knowledge of the Stockholder, threatened in writing against, against the Stockholder or any of the Stockholder’s properties its Affiliates before or assets (including the Subject Shares) by any Governmental Entity that could reasonably be expected to prevent, delay or would impair the ability of the Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Appears in 7 contracts

Samples: Stockholder Agreement (SXC Health Solutions Corp.), Shareholder Agreement (New Mountain Partners Lp), Shareholder Agreement (SXC Health Solutions Corp.)

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there There is no action, suit, investigation or proceeding Action pending against, or, to the knowledge of the Stockholder, threatened in writing againstagainst or affecting, the Stockholder or any of the Stockholder’s its Affiliates or any of their respective properties or assets (including the Subject Spirit Shares) at Law or in equity that could reasonably be expected to prevent, delay impair or impair adversely affect the ability of the Stockholder to perform the Stockholder’s obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Appears in 7 contracts

Samples: Voting Agreement (Macquarie Investment Management LTD), Voting Agreement (Cole Credit Property Trust II Inc), Voting Agreement (Cole Credit Property Trust II Inc)

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of the Stockholder, threatened in writing against, the Stockholder or any of the Stockholder’s properties or assets (including the Subject Shares) that could reasonably be expected to prevent, delay or impair the ability of the Stockholder to perform the Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby.

Appears in 6 contracts

Samples: Support Agreement (AgeX Therapeutics, Inc.), Support Agreement (Cara Therapeutics, Inc.), Support Agreement (Cara Therapeutics, Inc.)

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there is no action, suit, suit investigation or proceeding pending against, or, to the knowledge of the Stockholder, threatened in writing againstagainst or affecting, the Stockholder or any of the Stockholder’s its properties or assets (including the Subject Stockholder’s Covered Shares) that could reasonably be expected to prevent, delay or impair the ability of the Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated hereby.

Appears in 6 contracts

Samples: Tender and Support Agreement (Soundbite Communications Inc), Tender and Support Agreement (Soundbite Communications Inc), Tender and Support Agreement (Soundbite Communications Inc)

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of the Stockholder, threatened in writing against, the Stockholder or any of the Stockholder’s properties or assets (including the Subject Shares) that could reasonably be expected to prevent, delay or impair the ability of the Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated hereby.

Appears in 5 contracts

Samples: Support Agreement (MorphImmune Inc.), Support Agreement (Immunome Inc.), Support Agreement (Immunome Inc.)

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there is no action, suit, claim, proceeding, charge, arbitration or investigation or proceeding pending against, or, to the actual knowledge of the Stockholder, threatened in writing against, against the Stockholder or any of the Stockholder’s properties or assets (including the Subject Shares) before or by any Governmental Authority that could reasonably be expected to prevent, prevent or materially delay or impair the ability consummation by the Stockholder of the Stockholder to perform transactions contemplated by this Agreement or otherwise materially impair the Stockholder’s ability to perform its obligations hereunder or to consummate the transactions contemplated herebyhereunder.

Appears in 5 contracts

Samples: Tender and Support Agreement (Sundara Investment Partners, LLC), Tender and Support Agreement (Sundara Investment Partners, LLC), Tender and Support Agreement (Flexpoint Fund Ii, L.P.)

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of the Stockholder, threatened in writing againstagainst or affecting, the Stockholder or any of the Stockholder’s its properties or assets (including the such Subject Shares) that could reasonably be expected to prevent, delay or impair the ability of the Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Appears in 5 contracts

Samples: Merger Agreement (Gateway Inc), Merger Agreement (Acer Inc), Tender and Support Agreement (Acer Inc)

Absence of Litigation. With respect to the such Stockholder, as of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of the such Stockholder, threatened in writing against, the against such Stockholder or any of the Stockholder’s his, her or its properties or assets (including the such Stockholder’s Subject Shares) that could would reasonably be expected to prevent, delay or impair in any material respect the ability of the such Stockholder to perform the Stockholder’s his, her or its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Appears in 5 contracts

Samples: Voting Agreement (Yorktown Energy Partners Iv Lp), Voting Agreement (Sherwood Energy, LLC), Voting Agreement (GeoMet, Inc.)

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of the Company Stockholder, threatened in writing againstagainst or otherwise affecting, the Company Stockholder or any of the Stockholder’s his or her properties or assets (including the Company Stockholder’s Subject SharesSecurities) that could would reasonably be expected to preventimpair, delay or impair adversely affect in any material respect the ability of the Company Stockholder to perform the Company Stockholder’s obligations hereunder or to consummate the transactions contemplated herebyhereunder.

Appears in 5 contracts

Samples: Merger Agreement (IntraLinks Holdings, Inc.), Merger Agreement (Synchronoss Technologies Inc), Tender and Support Agreement (IntraLinks Holdings, Inc.)

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there There is no action, suit, investigation or proceeding Action pending against, or, to the knowledge of the Stockholder, threatened in writing againstagainst or affecting, the Stockholder or any of the Stockholder’s properties or assets (including the Subject Shares) that could reasonably be expected to prevent, delay materially impair or impair materially adversely affect the ability of the such Stockholder to perform the such Stockholder’s obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Appears in 5 contracts

Samples: Voting Agreement (Joe's Jeans Inc.), Merger Agreement (Parkway Properties Inc), Voting Agreement (Thomas Properties Group Inc)

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there is no action, suit, investigation or proceeding Action pending against, against or, to the knowledge of the Stockholder, threatened in writing against, the against Stockholder or any of the Stockholder’s properties or assets (including the any Subject Shares) that could before or by any Governmental Entity, except for any Action as would not reasonably be expected expected, either individually or in the aggregate, to preventmaterially impair, impede, delay or impair frustrate the ability of the Stockholder to perform the Stockholder’s obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Appears in 5 contracts

Samples: Tender and Support Agreement (Hale Capital Partners, LP), Tender and Support Agreement (Adept Technology Inc), Tender and Support Agreement (Adept Technology Inc)

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of the Stockholder, threatened in writing against, the Stockholder or any of the Stockholder’s its or his properties or assets (including the Subject Shares) that could would reasonably be expected to prevent, delay or impair the ability of the Stockholder to perform the Stockholder’s its or his obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Appears in 4 contracts

Samples: Tender and Voting Agreement, Tender and Voting Agreement (Abc-Mart, Inc.), Tender and Voting Agreement (Abc-Mart, Inc.)

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there is are no action, suit, investigation or proceeding Legal Actions pending against, or, to the knowledge of the Stockholder, threatened in writing against, the against Stockholder or any of the Stockholder’s properties or assets (including the Subject Sharesany Shares or Company restricted stock units owned by Stockholder) before or by any Governmental Entity that could would reasonably be expected to preventhave, delay individually or impair in the ability of the Stockholder to perform the aggregate, a material adverse effect on Stockholder’s ability to timely perform its obligations hereunder or to consummate the transactions contemplated herebyunder this Agreement.

Appears in 4 contracts

Samples: Tender and Support Agreement (Combustion Merger Sub, Inc.), Tender and Support Agreement (Profire Energy Inc), Tender and Support Agreement (Combustion Merger Sub, Inc.)

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there is no action, suit, claim, proceeding, charge, arbitration or investigation or proceeding pending against, or, to the actual knowledge of the Stockholder, threatened in writing against, against the Stockholder or any of the Stockholder’s properties or assets (including the Subject Shares) before or by any Governmental Authority that could would reasonably be expected to prevent, prevent or materially delay or impair the ability consummation by such Stockholder of the Stockholder to perform transactions contemplated by this Agreement or otherwise materially impair the Stockholder’s ability to perform its obligations hereunder or to consummate the transactions contemplated herebyhereunder.

Appears in 4 contracts

Samples: Support Agreement (Evofem Biosciences, Inc.), Merger Agreement (Xplore Technologies Corp), Tender and Support Agreement (Xplore Technologies Corp)

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, hereof there is no action, suit, investigation or proceeding Action pending against, or, to the knowledge of the Stockholder, threatened in writing against, against or affecting the Stockholder or and/or any of the Stockholder’s properties its Affiliates before or assets (including the Subject Shares) by any Governmental Entity that could would reasonably be expected to prevent, delay or impair the ability of the Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Appears in 4 contracts

Samples: Voting and Post Closing Lock Up Agreement, Voting and Post Closing Lock Up Agreement (Biocryst Pharmaceuticals Inc), Voting Agreement (Grifols SA)

Absence of Litigation. With respect to the such Stockholder, as of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of the such Stockholder, threatened in writing against, the such Stockholder or any of the such Stockholder’s properties or assets (including the Subject Shares) that could reasonably be expected to prevent, delay or impair the ability of the such Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated hereby.

Appears in 4 contracts

Samples: Support Agreement (Nivalis Therapeutics, Inc.), Support Agreement (Occam Networks Inc/De), Support Agreement (Calix, Inc)

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no action, suitarbitration, claim, proceeding, suit or investigation or proceeding pending against, or, to the knowledge of the such Stockholder, threatened in writing againstagainst such Stockholder before or by any Governmental Authority, the Stockholder or any of the Stockholder’s properties or assets (including the Subject Shares) that could except, as would not reasonably be expected expected, either individually or in the aggregate, to prevent, delay or impair the ability of the such Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Appears in 4 contracts

Samples: Voting Agreement (Endurance International Group Holdings, Inc.), Voting Agreement (Constant Contact, Inc.), Merger Agreement (Constant Contact, Inc.)

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of the Stockholder, threatened in writing against, the Stockholder or any of the Stockholder’s properties or assets (including the Subject Shares) that could would reasonably be expected to materially prevent, delay or impair the ability of the Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated hereby.

Appears in 4 contracts

Samples: Voting Agreement (Mitel Networks Corp), Voting Agreement (Mitel Networks Corp), Voting Agreement (Mitel Networks Corp)

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no suit, action, suitinvestigation, investigation claim or proceeding pending against, or, to the knowledge of the such Stockholder’s knowledge, threatened against or involving or affecting, such Stockholder, threatened in writing against, the Stockholder its Company Shares or any of the Stockholder’s properties or assets (including the Subject Shares) its LLC Units that could would reasonably be expected to prevent, delay or impair the ability of the such Stockholder to perform the Stockholder’s fully its obligations hereunder or to consummate on a timely basis the transactions contemplated herebyhereby to be consummated by such Stockholder.

Appears in 4 contracts

Samples: Support Agreement (United Rentals North America Inc), Support Agreement (Neff Corp), Support Agreement (Neff Corp)

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no suit, action, suitinvestigation, investigation claim or proceeding pending against, or, to the knowledge of the such Stockholder’s knowledge, threatened against or involving or affecting, such Stockholder, threatened in writing against, the Stockholder its shares of Company Class B Common Stock or any of the Stockholder’s properties or assets (including the Subject Shares) its LLC Units that could would reasonably be expected to prevent, delay or impair the ability of the such Stockholder to perform the Stockholder’s fully its obligations hereunder or to consummate on a timely basis the transactions contemplated herebyhereby to be consummated by such Stockholder.

Appears in 4 contracts

Samples: Exchange and Termination Agreement (United Rentals North America Inc), Exchange and Termination Agreement (Neff Corp), Exchange and Termination Agreement (Neff Corp)

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there is are no action, suit, investigation or proceeding Proceedings pending against, or, to the knowledge of the Stockholder, threatened in writing against, against the Stockholder or any of the Stockholder’s properties or assets (including the any Subject Shares) before or by any Governmental Entity that could would reasonably be expected to preventhave, delay individually or impair in the ability of the Stockholder to perform aggregate, an adverse effect on the Stockholder’s ability to timely perform its obligations hereunder or to consummate the transactions contemplated herebyunder this Agreement.

Appears in 4 contracts

Samples: Support Agreement (Benefitfocus, Inc.), Support Agreement (Benefitfocus, Inc.), Support Agreement (Voya Financial, Inc.)

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of the Stockholder, threatened in writing againstagainst or affecting, the Stockholder or any of the Stockholder’s its properties or assets (including the Subject SharesStockholder’s Shares or Warrants) that could reasonably be expected to prevent, delay or impair the ability of the Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Appears in 4 contracts

Samples: Tender and Support Agreement (Cougar Biotechnology, Inc.), Tender and Support Agreement (Johnson & Johnson), Tender and Support Agreement (Johnson & Johnson)

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no action, suit, investigation or proceeding Action pending against, or, to the knowledge of the Stockholder, threatened in writing againstagainst or affecting, the Stockholder or any of the Stockholder’s its Affiliates or any of their respective properties or assets (including the Subject Stockholder’s Existing Shares) at Law or in equity that could reasonably be expected to prevent, delay impair or impair adversely affect the ability of the Stockholder to perform the Stockholder’s obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Appears in 3 contracts

Samples: Voting and Support Agreement (Gamesys Group PLC), Voting and Support Agreement, Voting and Support Agreement

Absence of Litigation. With respect to the such Stockholder, as of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of the such Stockholder, threatened in writing againstagainst or otherwise affecting, the such Stockholder or any of the Stockholder’s its or his properties or assets (including the such Stockholder’s Subject Shares) that could reasonably be expected to prevent, delay or impair the ability of the such Stockholder to perform the Stockholder’s his or its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Appears in 3 contracts

Samples: Stockholder Tender and Support Agreement (Memory Pharmaceuticals Corp), Stockholder Tender and Support Agreement (Ventana Medical Systems Inc), Stockholder Tender and Support Agreement (Memory Pharmaceuticals Corp)

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there is no action, suit, investigation investigation, claim or proceeding pending against, or, to the knowledge of the Stockholder, threatened in writing against, the Stockholder or any of the Stockholder’s properties or assets (including the Subject Shares) that could would reasonably be expected to prevent, delay or impair the ability of the Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated hereby.

Appears in 3 contracts

Samples: Voting Agreement (Cabelas Inc), Voting Agreement (Cabelas Inc), Voting Agreement (Cabelas Inc)

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of the Stockholder, threatened in writing against, the Stockholder or any of the Stockholder’s properties or assets (including the Subject SharesSecurities) that could reasonably be expected to prevent, delay or impair the ability of the Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated hereby.

Appears in 3 contracts

Samples: Support Agreement (Aduro Biotech, Inc.), Support Agreement (Aduro Biotech, Inc.), Support Agreement (KBL Merger Corp. Iv)

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there is are no action(i) actions, suit, investigation suits or proceeding proceedings pending against, or, to the knowledge of the or threatened against or affecting Stockholder, threatened in writing against, the Stockholder or any of the Stockholder’s properties properties, at law or assets in equity, or (including the Subject Sharesii) Orders of any Governmental Entity against Stockholder, in each case that could that would reasonably be expected to preventhave, delay individually or impair in the aggregate, a material adverse effect on the ability of the Stockholder to perform the Stockholder’s obligations hereunder or to consummate the transactions contemplated herebyby this Agreement.

Appears in 3 contracts

Samples: Tender Support Agreement (MGC DIAGNOSTICS Corp), Tender Support Agreement (MGC Parent LLC), Tender Support Agreement (Span America Medical Systems Inc)

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of the such Stockholder, threatened in writing against, the such Stockholder or any of the Stockholder’s its or his properties or assets (including the such Stockholder's Subject Shares) that could would reasonably be expected to prevent, delay or impair the ability of the such Stockholder to perform the Stockholder’s its or his obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Appears in 3 contracts

Samples: Voting Agreement (SRS Labs Inc), Voting Agreement (SRS Labs Inc), Voting Agreement (Dts, Inc.)

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of the Stockholder, threatened in writing againstagainst or otherwise affecting, the Stockholder or any of the Stockholder’s his properties or assets (including the Subject Shares) that could would reasonably be expected to prevent, delay or impair in any material respect the ability of the Stockholder to perform the Stockholder’s his obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Appears in 3 contracts

Samples: Stockholder Agreement (Ats Corp), Stockholder Agreement (Ats Corp), Stockholder Agreement (Ats Corp)

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there is no action, suit, claim, proceeding, charge, arbitration or investigation or proceeding pending against, or, to the actual knowledge of the Stockholder, threatened in writing against, against the Stockholder or any of the Stockholder’s properties or assets (including the Subject Shares) before or by any Governmental Authority that could reasonably be expected to prevent, prevent or materially delay or impair the ability consummation by such Stockholder of the Stockholder to perform transactions contemplated by this Agreement or otherwise materially impair the Stockholder’s ability to perform its obligations hereunder or to consummate the transactions contemplated herebyhereunder.

Appears in 3 contracts

Samples: Tender and Support Agreement (Nova Merger Sub, Inc.), Tender and Support Agreement (Cdi Corp), Merger Agreement (Cdi Corp)

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no action, suit, investigation or proceeding Action pending against, or, to the knowledge of the such Stockholder, threatened in writing againstagainst or otherwise affecting, the such Stockholder or any of the Stockholder’s its properties or assets (including the Subject Shares) that could reasonably be expected to prevent, delay or impair in any material respect the ability of the Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Appears in 3 contracts

Samples: Merger Agreement (Breeze-Eastern Corp), Tender and Support Agreement (Breeze-Eastern Corp), Tender and Support Agreement (Breeze-Eastern Corp)

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of the Stockholder, threatened in writing againstagainst or otherwise affecting, the Stockholder or any of the Stockholder’s its properties or assets (including the Subject Stockholder’s Shares) that could would reasonably be expected to prevent, delay or impair in any material respect the ability of the Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Appears in 3 contracts

Samples: Undertaking Agreement (Ats Corp), Undertaking Agreement (Ats Corp), Undertaking Agreement (Ats Corp)

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there is There are no action, suit, investigation or proceeding Actions pending against, or, to the knowledge of the Stockholder, threatened in writing against, against or affecting the Stockholder or any of the Stockholder’s properties its Affiliates before or assets (including the Subject Shares) by any Governmental Authority that could reasonably be expected to prevent, delay or impair the ability of the Stockholder to perform the Stockholder’s his, her or its obligations hereunder or to consummate the transactions contemplated herebyhereunder.

Appears in 3 contracts

Samples: Stockholder Voting Agreement (Alloy Inc), Stockholder Voting Agreement (Alloy Inc), Stockholder Voting Agreement (Alloy Inc)

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no action, suit, investigation or proceeding Action pending against, or, to the knowledge of the managing member of the general partner of the Stockholder, threatened in writing againstagainst or affecting, the Stockholder or any of the Stockholder’s its Affiliates or any of their respective properties or assets (including the Subject Stockholder’s Existing Shares) at Law or in equity that could reasonably be expected to prevent, delay impair or impair adversely affect the ability of the Stockholder to perform the Stockholder’s obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Appears in 3 contracts

Samples: Voting and Support Agreement (Standard General L.P.), Voting and Support Agreement, Voting and Support Agreement

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there is no action, suit, investigation or proceeding Proceeding pending against, or, to the knowledge of the Stockholder, threatened in writing against, and there is no Judgment imposed upon, the Stockholder or any of the Stockholder’s properties or assets (including the Subject Shares) Shares that could would reasonably be expected to prevent, prevent or materially delay or impair the ability consummation by the Stockholder of the Stockholder transactions contemplated by this Agreement or otherwise adversely impact the Stockholder’s ability to perform the such Stockholder’s obligations hereunder or to consummate the transactions contemplated herebyin any material respect.

Appears in 3 contracts

Samples: Tender and Support Agreement (Science 37 Holdings, Inc.), Tender and Support Agreement (Science 37 Holdings, Inc.), Tender and Support Agreement (Science 37 Holdings, Inc.)

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of the such Stockholder, threatened in writing againstagainst or affecting, the such Stockholder or any of the Stockholder’s its properties or assets (including the Subject Shares) that could would reasonably be expected to prevent, delay or material impair the ability of the such Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated hereby.

Appears in 3 contracts

Samples: Agreement to Tender (Global Aviation Leasing Co., Ltd.), Agreement to Tender (Avolon Holdings LTD), Agreement to Tender

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there is are no action, suit, investigation or proceeding Legal Actions pending against, or, to the knowledge of the Stockholder, threatened in writing against, the against Stockholder or any of the Stockholder’s properties or assets (including the Subject Sharesany Shares owned by Stockholder) before or by any Governmental Entity that could would reasonably be expected to preventhave, delay individually or impair in the ability of the Stockholder to perform the aggregate, a material adverse effect on Stockholder’s ability to timely perform its obligations hereunder or to consummate the transactions contemplated herebyunder this Agreement.

Appears in 3 contracts

Samples: Tender and Support Agreement (Profire Energy Inc), Tender and Support Agreement (Combustion Merger Sub, Inc.), Tender and Support Agreement (Hatch Brenton W)

Absence of Litigation. With respect to the such Stockholder, as of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of the such Stockholder, threatened in writing againstagainst or affecting, the such Stockholder or any of the Stockholder’s its or his properties or assets (including the such Stockholder’s Subject Shares) that could reasonably be expected to prevent, delay or impair the ability of the such Stockholder to perform the Stockholder’s his or its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Appears in 3 contracts

Samples: Merger Agreement (United Industrial Corp /De/), Tender and Support Agreement (Textron Inc), Tender and Support Agreement (Textron Inc)

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no action, suit, investigation or proceeding Action pending against, or, to the knowledge of the Stockholder, threatened in writing against, against or affecting the Stockholder or any of the Stockholder’s properties its Affiliates before or assets (including the Subject Shares) by any Governmental Entity that could would reasonably be expected to prevent, delay or impair the ability of the Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Appears in 3 contracts

Samples: Voting and Support Agreement (Martha Stewart Living Omnimedia Inc), Voting and Support Agreement (Sequential Brands Group, Inc.), Written Consent and Voting Agreement (Deltek, Inc)

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no action, suit, investigation or proceeding pending against, against or, to the knowledge of the Stockholder, threatened in writing againstagainst or otherwise affecting, the Stockholder or any of the Stockholder’s its or his properties or assets (including the Subject Shares) that could would reasonably be expected to prevent, delay or impair the ability of the Stockholder to perform the Stockholder’s its or his obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Appears in 3 contracts

Samples: Voting Agreement (Tang Capital Partners Lp), Voting Agreement (Ardea Biosciences, Inc./De), Voting Agreement (Baker Julian)

Absence of Litigation. With respect to the such Stockholder, as of the date hereof, there is no action, suit, investigation suit or proceeding pending against, or, to the knowledge of the such Stockholder, threatened in writing against, the against such Stockholder or any of the such Stockholder’s properties or assets (including the its Subject Shares) that could reasonably be expected to prevent, delay or impair in any material respect the ability of the such Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Appears in 3 contracts

Samples: Tender and Voting Agreement, Tender and Voting Agreement (Realogy Group LLC), Tender and Voting Agreement (Ziprealty Inc)

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there is no action, suit, claim, proceeding, charge, arbitration or investigation or proceeding pending against, or, to the knowledge of the Stockholder, threatened in writing against, against the Stockholder or any of the Stockholder’s properties or assets (including the Subject Shares) before or by any Governmental Body that could reasonably be expected to prevent, prevent or materially delay or impair the ability consummation by such Stockholder of the Stockholder to perform transactions contemplated by this Agreement or otherwise materially impair the Stockholder’s ability to perform its obligations hereunder or to consummate the transactions contemplated herebyhereunder.

Appears in 2 contracts

Samples: Tender and Support Agreement (Cti Biopharma Corp), Tender and Support Agreement (Cti Biopharma Corp)

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no suit, claim, action, suitproceeding or, investigation or proceeding to the knowledge of the Stockholder, investigation, in each case, pending against, against or, to the knowledge of the Stockholder, threatened in writing against, against the Stockholder at law or in equity before or by any of the Stockholder’s properties or assets (including the Subject Shares) Governmental Entity that could would reasonably be expected to prevent, delay or materially impair the ability of the Stockholder to perform the Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby.

Appears in 2 contracts

Samples: Voting Agreement (Engility Holdings, Inc.), Voting Agreement (Science Applications International Corp)

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no action, suit, investigation suit or proceeding pending against, or, to the knowledge of the Stockholder, threatened in writing against, against or affecting the Stockholder or any of the Stockholder’s properties its Affiliates before or assets (including the Subject Shares) by any Governmental Entity that could reasonably be expected to prevent, delay or impair in any material respect the ability of the Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated hereby.

Appears in 2 contracts

Samples: Voting Agreement (Sk Telecom Co LTD), Voting Agreement (Sprint Nextel Corp)

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there is no action, suit, investigation or proceeding Action pending against, or, to the knowledge of the Stockholder, threatened in writing against, against the Stockholder or any of the Stockholder’s properties or assets (including the Subject any Shares) that could would reasonably be expected to prevent, prevent or delay or impair the ability consummation by the Stockholder of the Stockholder to perform transactions contemplated by this Agreement or otherwise impair the Stockholder’s ability to perform its obligations hereunder or to consummate the transactions contemplated herebyhereunder.

Appears in 2 contracts

Samples: Tender and Support Agreement (Mr. Cooper Group Inc.), Tender and Support Agreement (Home Point Capital Inc.)

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there is no action, suit, investigation or proceeding Action pending against, or, to the knowledge of the Stockholder, threatened in writing against, the Stockholder or any of the Stockholder’s properties or assets (including the Subject Shares) that could reasonably be expected to prevent, delay or impair the ability of the Stockholder to perform the Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby.

Appears in 2 contracts

Samples: Support Agreement (Seres Therapeutics, Inc.), Support Agreement (Seres Therapeutics, Inc.)

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of the Stockholder, threatened in writing against, the Stockholder or any of the Stockholder’s properties or assets (including the Subject Shares) that could reasonably would be expected to prevent, delay or impair the ability of the Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated hereby.

Appears in 2 contracts

Samples: Voting Agreement (OvaScience, Inc.), Voting Agreement (OvaScience, Inc.)

Absence of Litigation. With respect to the such Stockholder, as of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of the such Stockholder, threatened in writing againstagainst or affecting, the such Stockholder or any of the Stockholder’s its properties or assets (including the such Stockholder’s Subject Shares) that could reasonably be expected to prevent, delay or impair the ability of the such Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Appears in 2 contracts

Samples: Tender and Support Agreement (Gsi Group Inc), Tender and Support Agreement (Excel Technology Inc)

Absence of Litigation. With respect to the such Stockholder, as of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of the such Stockholder, threatened in writing againstagainst or otherwise affecting, the such Stockholder or any of the such Stockholder’s properties or assets (including the such Stockholder’s Subject Shares) that could would reasonably be expected to prevent, delay or impair the ability of the such Stockholder to perform the Stockholder’s its, her or his obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Appears in 2 contracts

Samples: Tender and Support Agreement (Allergan Inc), Tender and Support Agreement (MAP Pharmaceuticals, Inc.)

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Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of the Stockholder, overtly threatened in writing againstagainst or affecting, the Stockholder or any of the Stockholder’s its, his or her properties or assets (including the Subject Shares) that could reasonably be expected to prevent, delay or impair the ability of the Stockholder to perform the Stockholder’s its, his or her obligations hereunder or to consummate the transactions contemplated herebyhereunder.

Appears in 2 contracts

Samples: Support Agreement (Intellon Corp), Support Agreement (Atheros Communications Inc)

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there is no action, suit, investigation or proceeding Legal Proceeding pending against, or, to the actual knowledge of the Stockholder, threatened in writing against, against the Stockholder or any of the Stockholder’s properties or assets (including the Subject Shares) before or by any Governmental Entity that could would reasonably be expected to prevent, prevent or materially delay or impair the ability consummation by the Stockholder of the Stockholder to perform transactions contemplated by this Agreement or otherwise materially impair the Stockholder’s ability to perform its obligations hereunder or to consummate the transactions contemplated herebyhereunder.

Appears in 2 contracts

Samples: Tender and Support Agreement (Ono Pharmaceutical Co., Ltd.), Tender and Support Agreement (Ono Pharmaceutical Co., Ltd.)

Absence of Litigation. With respect to the such Stockholder, as of the date hereof, there is no action, suit, investigation suit or proceeding pending against, or, to the actual knowledge of the such Stockholder, threatened in writing against, the against such Stockholder or any of the such Stockholder’s properties or assets (including the Subject SharesShares beneficially owned by such Stockholder) before or by any Governmental Entity that could would reasonably be expected to prevent, prevent or materially delay or impair the ability consummation by such Stockholder of the Stockholder to perform the Stockholder’s obligations hereunder or to consummate the transactions contemplated herebyby this Agreement or otherwise materially impair such Stockholder’s ability to perform its obligations hereunder.

Appears in 2 contracts

Samples: Tender and Support Agreement (Merck Sharp & Dohme LLC), Tender and Support Agreement (Imago BioSciences, Inc.)

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no action, suit, investigation suit or proceeding pending against, or, to the knowledge of the Stockholder, threatened in writing against, the Stockholder or any of the Stockholder’s properties or assets (including the Subject SharesSecurities) that could reasonably be expected to prevent, delay or impair the ability of the Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated hereby.

Appears in 2 contracts

Samples: Voting Agreement (General Electric Co), Stock Purchase Agreement (Neogenomics Inc)

Absence of Litigation. With respect to the each Stockholder, as of the date hereof, there is no action, suit, claim, proceeding, charge, arbitration or investigation or proceeding pending against, or, to the actual knowledge of the such Stockholder, threatened in writing against, the against such Stockholder or any of the such Stockholder’s properties or assets (including the Subject Shares) before or by any Governmental Authority that could reasonably be expected to prevent, prevent or materially delay or impair the ability consummation by such Stockholder of the Stockholder to perform transactions contemplated by this Agreement or otherwise materially impair the Stockholder’s ability to perform its obligations hereunder or to consummate the transactions contemplated herebyhereunder.

Appears in 2 contracts

Samples: Support Agreement (JFL GP Investors III, LLC), Support Agreement (Us Ecology, Inc.)

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there is no action, suit, investigation or proceeding Action pending against, or, to the knowledge of the Stockholder, threatened in writing against, the Stockholder or any of the Stockholder’s properties or assets (including the Subject Shares) that could reasonably be expected to prevent, delay or impair the ability of the Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated hereby.

Appears in 2 contracts

Samples: Support Agreement (Ayala Pharmaceuticals, Inc.), Support Agreement (Immunome Inc.)

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there is no action, suit, (to the knowledge of Stockholder) investigation or proceeding pending against, or, to the knowledge of the Stockholder, threatened in writing against, the Stockholder or any of the Stockholder’s properties or assets (including the Subject Shares) that could would reasonably be expected to prevent, delay or impair the ability of the Stockholder to perform the Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby.

Appears in 2 contracts

Samples: Company Voting Agreement (Kubient, Inc.), Company Voting Agreement (Kubient, Inc.)

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no action, suit, investigation or proceeding Action pending against, or, to the knowledge of the Stockholder, threatened in writing against, against or affecting the Stockholder before or by any of Governmental Authority, except as would not, individually or in the aggregate, impair the Stockholder’s properties or assets (including the Subject Shares) that could reasonably be expected to prevent, delay or impair the ability of the Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated herebyon a timely basis.

Appears in 2 contracts

Samples: Voting Agreement (Jefferies Financial Group Inc.), Voting Agreement (Fiesta Restaurant Group, Inc.)

Absence of Litigation. With respect to the such Stockholder, as of the date hereof, there is no action, suit, Claim, proceeding, charge, arbitration or investigation or proceeding pending against, or, to the knowledge of the such Stockholder, threatened in writing against, the against such Stockholder or any of the such Stockholder’s properties or assets (including the Subject SharesSecurities) that could would reasonably be expected to prevent, prevent or materially delay or materially impair the ability consummation by such Stockholder of the Stockholder to perform the Stockholder’s obligations hereunder or to consummate the transactions contemplated herebyby this Agreement or otherwise materially impair such Stockholder’s ability to perform its obligations hereunder.

Appears in 2 contracts

Samples: Voting and Support Agreement (Global Payments Inc), Voting and Support Agreement (Global Payments Inc)

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no action, suit, investigation or proceeding Action pending against, or, to the knowledge of the Stockholder, threatened in writing againstthreatened, against or affecting the Stockholder or any of the Stockholder’s properties or assets (including the Subject Shares) that could would reasonably be expected to prevent, delay or impair the ability of the Stockholder to perform the Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby.

Appears in 2 contracts

Samples: Voting and Support Agreement (Banzai International, Inc.), Voting and Support Agreement (Banzai International, Inc.)

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there is no action, suit, investigation investigation, or proceeding pending against, or, to the knowledge of the Stockholder, threatened in writing against, the Stockholder or any of the Stockholder’s properties or assets (including the Subject SharesStockholder Securities) that could reasonably be expected to prevent, delay delay, or impair the ability of the Stockholder to perform the Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby.

Appears in 2 contracts

Samples: Support Agreement (Inhibikase Therapeutics, Inc.), Support Agreement (Inhibikase Therapeutics, Inc.)

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no action, suit, investigation suit or proceeding pending against, or, to the knowledge of the such Stockholder, threatened in writing against, the against or affecting such Stockholder or any of the Stockholder’s properties its Affiliates before or assets (including the Subject Shares) by any Governmental Entity that could reasonably be expected to prevent, delay or impair in any material respect the ability of the such Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated hereby.

Appears in 2 contracts

Samples: Voting Agreement (Corvina Holdings LTD), Voting Agreement (Sprint Nextel Corp)

Absence of Litigation. With respect to the such Stockholder, as of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of the such Stockholder, threatened in writing against, the such Stockholder or any of the Stockholder’s properties or assets (including with respect to the Subject Shares) Shares that could reasonably be expected to prevent, delay or impair impair, the ability of the such Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated hereby.

Appears in 2 contracts

Samples: Tender and Support Agreement, Tender and Support Agreement (Complete Genomics Inc)

Absence of Litigation. With respect to the such Stockholder, as of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of the such Stockholder, threatened in writing againstagainst or otherwise affecting, the such Stockholder or any of the Stockholder’s its or his properties or assets (including the such Stockholder’s Subject Shares) that could reasonably be expected to prevent, delay or impair in any material respect the ability of the such Stockholder to perform the Stockholder’s its or his obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Appears in 2 contracts

Samples: Tender and Support Agreement (I Flow Corp /De/), Tender and Support Agreement (Kimberly Clark Corp)

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no action, suit, investigation or proceeding pending against, against or, to the knowledge of the applicable Stockholder, threatened in writing againstagainst or otherwise affecting, the such Stockholder or any of the Stockholder’s its or his or her properties or assets (including the Subject Covered Shares) that could would reasonably be expected to prevent, materially impair or materially delay or impair the ability of the such Stockholder to perform the Stockholder’s its or his or her obligations hereunder or to consummate the transactions contemplated herebyhereunder.

Appears in 2 contracts

Samples: Voting Agreement (Restaurant Brands International Limited Partnership), Voting Agreement (Carrols Restaurant Group, Inc.)

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no action, suitarbitration, claim, proceeding, suit or investigation or proceeding pending against, or, to the knowledge of the such Stockholder, threatened in writing againstagainst such Stockholder before or by any Governmental Authority, the Stockholder or any of the Stockholder’s properties or assets (including the Subject Shares) that could except, as would not reasonably be expected expected, either individually or in the aggregate, to prevent, delay or impair have a material adverse effect on the ability of the such Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Appears in 2 contracts

Samples: Voting Agreement (Power One Inc), Voting Agreement (Silver Lake Sumeru Fund LP)

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of the Stockholder, threatened in writing againstagainst or affecting, the Stockholder or any of the Stockholder’s its or his properties or assets (including the Subject Shares) that could reasonably be expected to prevent, delay or impair the ability of the Stockholder to perform the Stockholder’s his or its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Appears in 2 contracts

Samples: Tender and Voting Agreement (Emc Corp), Merger Agreement (Iomega Corp)

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there is are no action, suit, investigation or proceeding Proceedings pending against, or, to the actual knowledge of the Stockholder, threatened in writing against, against the Stockholder or any of the Stockholder’s properties or assets (including any Shares or Company Stock Options Owned by the Subject SharesStockholder) before or by any Governmental Entity that could would reasonably be expected to preventhave, delay individually or impair in the ability of the Stockholder to perform aggregate, a material adverse effect on the Stockholder’s ability to timely perform its obligations hereunder or to consummate the transactions contemplated herebyunder this Agreement.

Appears in 2 contracts

Samples: Tender and Support Agreement, Tender and Support Agreement (TESARO, Inc.)

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there is no action, suit, investigation claim, proceeding, investigation, arbitration or proceeding inquiry pending against, or, to the knowledge of the Stockholder, threatened in writing against, and there is no Order imposed upon, the Stockholder or any of the Stockholder’s properties Owned Shares except as would not, individually or assets (including in the Subject Shares) that could aggregate, reasonably be expected to prevent, delay or impair adversely affect the ability of the Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated herebyunder this Agreement in any material respect.

Appears in 2 contracts

Samples: Voting Agreement (Gen Digital Inc.), Voting Agreement (Moneylion Inc.)

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no action, suit, investigation or proceeding Action pending against, or, to the knowledge of the Stockholder, threatened in writing against, against or affecting the Stockholder before or by any of the Stockholder’s properties or assets (including the Subject Shares) Governmental Entity that could would reasonably be expected to prevent, delay or impair in any material respect the ability of the Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Appears in 2 contracts

Samples: Voting Agreement (Tenet Healthcare Corp), Merger Agreement (Vanguard Health Systems Inc)

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there is no action, suit, investigation or proceeding Action pending against, or, to the knowledge of the Stockholder, threatened in writing against, and there is no Judgment imposed upon, the Stockholder or any of the Stockholder’s properties or assets (including the Subject SharesShares and Company Warrants) that could reasonably be expected to prevent, prevent or materially delay or impair the ability consummation by the Stockholder of the Stockholder to perform transactions contemplated by this Agreement or otherwise adversely impact the Stockholder’s ability to perform its obligations hereunder or to consummate the transactions contemplated herebyin any material respect.

Appears in 1 contract

Samples: Support Agreement (Soliton, Inc.)

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of the Stockholder, threatened in writing againstagainst or affecting, the Stockholder or any of the Stockholder’s its properties or assets (including the Subject Shares) that could would reasonably be expected to prevent, delay or materially impair the ability of the Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated hereby.

Appears in 1 contract

Samples: Tender and Support Agreement (Taylor Maritime Investments LTD)

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of the Stockholder, threatened in writing against, the Stockholder or any of the Stockholder’s properties or assets (including the Subject Shares) that could reasonably be expected to prevent, delay delay, or impair the ability of the Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated hereby.. 3

Appears in 1 contract

Samples: Stockholder Support Agreement (Caladrius Biosciences, Inc.)

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there There is no action, suit, investigation or proceeding Proceeding pending against, against or, to the knowledge of the Stockholder, threatened in writing against, against the Stockholder or any of the Stockholder’s properties or assets (including the Subject Shares) Shares that could reasonably be expected to prevent, delay impair or impair affect the ability of the Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated hereby.hereby on a timely basis. (f)

Appears in 1 contract

Samples: Voting Agreement (GLAUKOS Corp)

Absence of Litigation. With respect to the StockholderEquityholder, as of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of the StockholderEquityholder, threatened in writing against, the Stockholder Equityholder or any of the StockholderEquityholder’s properties or assets (including the Subject Shares) that could reasonably be expected to prevent, delay or impair the ability of the Stockholder Equityholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated hereby.

Appears in 1 contract

Samples: Support Agreement (Proteostasis Therapeutics, Inc.)

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no action, suitarbitration, claim, proceeding, suit or investigation or proceeding pending against, or, to the knowledge of the such Stockholder, threatened in writing againstagainst such Stockholder before or by any governmental authority, the Stockholder or any of the Stockholder’s properties or assets (including the Subject Shares) that could except as would not reasonably be expected expected, either individually or in the aggregate, to prevent, delay or impair the ability of the such Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Appears in 1 contract

Samples: Voting Agreement (Code Rebel Corp)

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of the Stockholder, threatened in writing againstagainst or affecting, the Stockholder or any of the Stockholder’s its or his properties or assets (including the Subject SharesShares and Rights) that could reasonably be expected to prevent, delay or impair the ability of the Stockholder to perform the Stockholder’s his or its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Appears in 1 contract

Samples: Voting Agreement ('Mktg, Inc.')

Absence of Litigation. With respect to the such Stockholder, as of the date hereof, there is no actionAction, suit, investigation or proceeding pending against, or, to the knowledge of the such Stockholder, threatened in writing against, the against such Stockholder or any of the such Stockholder’s properties or assets (including the Subject Shares) that could ), except as would not reasonably be expected to prevent, prevent or materially delay or materially impair the ability consummation by such Stockholder of the Stockholder to perform the Stockholder’s obligations hereunder or to consummate the transactions contemplated herebyby this Agreement.

Appears in 1 contract

Samples: Tender and Support Agreement (Coleman Cable, Inc.)

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there is no action, suit, claim, proceeding, charge, arbitration or investigation or proceeding pending against, or, to the actual knowledge of the Stockholder, threatened in writing against, against the Stockholder or any of the Stockholder’s properties or assets (including the Subject Shares) before or by any Governmental Body that could reasonably be expected to prevent, prevent or materially delay or impair the ability consummation by such Stockholder of the Stockholder to perform transactions contemplated by this Agreement or otherwise materially impair the Stockholder’s ability to perform its obligations hereunder or to consummate the transactions contemplated herebyhereunder.

Appears in 1 contract

Samples: Tender and Support Agreement (NCI, Inc.)

Absence of Litigation. With respect to the each Stockholder, as of the date hereof, there is no action, suit, investigation claim, proceeding, charge or proceeding arbitration pending against, or, to the actual knowledge of the such Stockholder, threatened in writing against, the against such Stockholder or any of the such Stockholder’s properties or assets (including the Subject Shares) before or by any Governmental Authority that could would reasonably be expected to prevent, prevent or materially delay or impair the Stockholder’s ability of the Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated herebyhereunder.

Appears in 1 contract

Samples: Voting and Support Agreement (Heritage-Crystal Clean, Inc.)

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there is no actionAction, suit, investigation or proceeding pending against, or, to the knowledge of the Stockholder, threatened in writing against, against the Stockholder or any of the Stockholder’s properties or assets (including the Subject Shares) that could ), except as would not reasonably be expected to prevent, prevent or materially delay or materially impair the ability of consummation by the Stockholder to perform the Stockholder’s obligations hereunder or to consummate of the transactions contemplated herebyby this Agreement.

Appears in 1 contract

Samples: Tender and Support Agreement (Coleman Cable, Inc.)

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no action, suit, investigation or proceeding Action pending against, or, to the knowledge of the Stockholder, threatened in writing against, against or affecting the Stockholder or and/or any of his, her or its Affiliates before (or, in the Stockholder’s properties case of threatened Actions, that would be before) any arbitrator or assets (including the Subject Shares) Governmental Entity, that could has had or would reasonably be expected to prevent, delay or impair the ability of the Stockholder to perform the Stockholder’s his, her or its obligations hereunder or to consummate the transactions contemplated herebyhereunder.

Appears in 1 contract

Samples: Voting and Support Agreement (Bowl America Inc)

Absence of Litigation. With respect to the such Stockholder, as of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of the such Stockholder, threatened in writing againstagainst or affecting, the such Stockholder or any of the Stockholder’s its or his properties or assets (including the such Stockholder’s Subject Shares) that could reasonably be expected to prevent, delay or impair the ability of the such Stockholder to perform the Stockholder’s his or its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Appears in 1 contract

Samples: Tender and Support Agreement (Op Tech Environmental Services Inc)

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no action, suit, investigation or proceeding Proceeding pending against, or, to the knowledge of the Stockholder, threatened in writing againstagainst or otherwise affecting, the Stockholder or any of the Stockholder’s his, her or its properties or assets (including the Subject Shares) that could reasonably be expected to prevent, delay or impair in any material respect the ability of the Stockholder to perform the Stockholder’s his, her or its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Appears in 1 contract

Samples: Tender and Support Agreement (Merz Holding GmbH & Co. KG)

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there is no action, suit, investigation or proceeding Action pending against, or, to the knowledge of the Stockholder, threatened in writing against, and there is no Governmental Order imposed upon, the Stockholder or any of the Stockholder’s properties or assets (including the Subject Shares) Shares and Seller Parent Stock Options that could reasonably be expected to prevent, prevent or materially delay or impair the ability consummation by the Stockholder of the Stockholder transactions contemplated by this Agreement or otherwise adversely impact the Stockholder’s ability to perform the Stockholder’s obligations hereunder or to consummate the transactions contemplated herebyin any material respect.

Appears in 1 contract

Samples: Support Agreement (Radoff Bradley Louis)

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of the Company Stockholder, threatened in writing againstagainst or otherwise affecting, the Company Stockholder or any of the Stockholder’s his or her properties or assets (including the Company Stockholder’s Subject SharesSecurities) that could reasonably be expected to preventprevent or materially impair, delay or impair adversely affect the ability of the Company Stockholder to perform the Company Stockholder’s obligations hereunder or to consummate the transactions contemplated herebyhereunder.

Appears in 1 contract

Samples: Tender and Support Agreement (Meru Networks Inc)

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no action, suit, investigation Action pending or proceeding pending threatened in writing against, or, to the knowledge of the such Stockholder, threatened in writing against, the orally against such Stockholder or any of the Stockholder’s properties its, his or assets (including the Subject Shares) her controlled Affiliates that could would reasonably be expected to preventrestrict in any material respect, prohibit, impair in any material respect or materially delay the performance by such Stockholder of its obligations under this Agreement or impair the ability of the Stockholder to perform the Stockholder’s obligations hereunder or to consummate the transactions contemplated herebyPurchase Agreement.

Appears in 1 contract

Samples: Voting and Support Agreement (UpHealth, Inc.)

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no action, suit, investigation or proceeding action pending against, or, to the knowledge of the Stockholder, threatened in writing against, against or affecting the Stockholder before or by any of the Stockholder’s properties or assets (including the Subject Shares) Governmental Entity that could would reasonably be expected to prevent, delay or impair in any material respect the ability of the Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Appears in 1 contract

Samples: Voting Agreement (Edgen Group Inc.)

Absence of Litigation. With respect to the such Stockholder, as of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of the such Stockholder, threatened in writing againstagainst or affecting, the such Stockholder or any of the Stockholder’s its or his properties or assets (including the Subject including, without limitation, such Stockholder’s Shares) that could reasonably be expected to prevent, delay or impair the ability of the such Stockholder to perform the Stockholder’s his or its obligations hereunder or to consummate the transactions contemplated herebyhereby and by the Merger Agreement on a timely basis.

Appears in 1 contract

Samples: Voting and Support Agreement (Gsi Commerce Inc)

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