Common use of Certain Legal Matters Clause in Contracts

Certain Legal Matters. Except as described in this Section 15, based on a review of publicly available filings made by the Company with the Commission and other publicly available information concerning the Company and discussions of representatives of Parent with representatives of the Company, none of the Purchaser, Parent or the Company is aware of any license or regulatory permit that appears to be material to the business of the Company and its Subsidiaries, taken as a whole, that might be adversely affected by the Purchaser's acquisition of Shares (and the indirect acquisition of the stock of the Company's subsidiaries) as contemplated herein or of any approval or other action by any Governmental Entity that would be required or desirable for the acquisition or ownership of Shares by the Purchaser as contemplated herein. Should any such approval or other action be required or desirable, Parent and the Purchaser currently contemplate that such approval or other action will be sought, except as described below under "State Takeover Laws". While (except as otherwise expressly described in this Section 15) the Purchaser does not presently intend to delay the acceptance for payment of or payment for Shares tendered pursuant to the Offer pending the outcome of any such matter, there can be no assurance that any such approval or other action, if needed, would be obtained or would be obtained without substantial conditions or that failure to obtain any such approval or other action might not result in consequences adverse to the Company's business or that certain parts of the Company's business might not have to be disposed of if such approvals were not obtained or such other actions were not taken or in order to obtain any such approval or other action. If certain types of adverse action are taken with respect to the matters discussed below, the Purchaser could, subject to the terms and conditions of the Merger Agreement, decline to accept for payment or pay for any Shares tendered. See Section 14 for a description of certain conditions to the Offer.

Certain Legal Matters. Except as described in this Section 15, based on a review of publicly available filings made by the Company with the Commission and other publicly available information concerning the Company and discussions of representatives of Parent with representatives of the Company, none of the Purchaser, Parent or the Company is aware of any license or regulatory permit that appears to be material to the business of the Company and its Subsidiariessubsidiaries, taken as a whole, that might be adversely affected by the Purchaser's acquisition of Shares (and the indirect acquisition of the stock of the Company's subsidiaries) as contemplated herein or of any approval or other action by any Governmental Entity that would be required or desirable for the acquisition or ownership of Shares by the Purchaser as contemplated herein. Should any such approval or other action be required or desirable, Parent and the Purchaser currently contemplate that such approval or other action will be sought, except as described below under "State Takeover Laws". While (except as otherwise expressly described in this Section 15) the Purchaser does not presently intend to delay the acceptance for payment of or payment for Shares tendered pursuant to the Offer pending the outcome of any such matter, there can be no assurance that any such approval or other action, if needed, would be obtained or would be obtained without substantial conditions or that failure to obtain any such approval or other action might not result in consequences adverse to the Company's business or that certain parts of the Company's business might not have to be disposed of if such approvals were not obtained or such other actions were not taken or in order to obtain any such approval or other action. If certain types of adverse action are taken with respect to the matters discussed below, the Purchaser could, subject to the terms and conditions of the Merger Agreement, decline to accept for payment or pay for any Shares tendered. See Section 14 for a description of certain conditions to the Offer.

Certain Legal Matters. ​ Except as described in this Section 15, based on a review of publicly available filings made by the Company with the Commission and other publicly available information concerning the Company and discussions of representatives of Parent with representatives of the Company, 15 — “Certain Legal Matters,” none of the PurchaserScience 37, Purchaser or Parent or the Company is aware of any license or regulatory permit that appears to be material to the business of the Company and its Subsidiaries, taken as a whole, Science 37 that might be adversely affected by the Purchaser's acquisition of Shares (and the indirect ’s acquisition of the stock of Shares in the Company's subsidiaries) as contemplated herein Offer or of any approval or other action by any Governmental Entity a domestic or foreign governmental, administrative or regulatory agency or authority that would be required or desirable for the acquisition or and ownership of the Shares by Purchaser in the Purchaser as contemplated hereinOffer. Should any such approval or other action be required or desirablerequired, Parent and the Purchaser currently contemplate that we presently intend to seek such approval or other action will be soughtaction, except as described below under "State Takeover Laws". While (except “— Business Combination Statutes.” Except as otherwise expressly described in this Section 15) the Offer to Purchase, although Purchaser does not presently intend to delay the acceptance for payment of of, or payment for for, Shares tendered pursuant to in the Offer pending the outcome of any such matter, there can be no assurance that any such approval or other action, if needed, would be obtained or would be obtained without substantial conditions or that failure to obtain any such approval or other action might not result in consequences adverse to the Company's Science 37’s business or that certain parts of the Company's Science 37’s business might not have to be disposed of if or other substantial conditions complied with in the event that such approvals were not obtained or such other actions were not taken or in order to obtain any such approval or other action. If certain types of adverse action are taken with respect to the matters discussed below, the Purchaser could, subject to the terms and conditions of the Merger Agreement, could decline to accept for payment or pay for any Shares tendered. See Section 14 for a description — “Conditions of certain conditions to the Offer.”

Certain Legal Matters. Except as described in this Section 15, 15 — “Certain Legal Matters,” based on a review of publicly available filings made information provided by the Company with the Commission and other publicly available information concerning the Company and discussions of representatives of Parent with representatives of the CompanyImClone, none of ImClone, the Purchaser, Parent Purchaser or the Company Lilly is aware of any license or regulatory permit that appears to be material to the business of the Company and its Subsidiaries, taken as a whole, ImClone that might be adversely affected by the Purchaser's acquisition of Shares (and the indirect ’s acquisition of the stock of Shares in the Company's subsidiaries) as contemplated herein Offer or of any approval or other action by any Governmental Entity a domestic or foreign governmental, administrative or regulatory agency or authority that would be required or desirable for the acquisition or and ownership of the Shares by the Purchaser as contemplated hereinin the Offer. Should any such approval or other action be required or desirablerequired, Parent and the Purchaser currently contemplate that we presently intend to seek such approval or other action will be soughtaction, except as described below under "“— State Takeover Laws". While (except Statutes.” Except as otherwise expressly described in this Section 15) Offer to Purchase, although the Purchaser does not presently intend to delay the acceptance for payment of or payment for Shares tendered pursuant to in the Offer pending the outcome of any such matter, there can be no assurance that any such approval or other action, if needed, would be obtained or would be obtained without substantial conditions or that failure to obtain any such approval or other action might not result in consequences adverse to the Company's ImClone’s business or that certain parts of the Company's ImClone’s business might not have to be disposed of if or other substantial conditions complied with in the event that such approvals were not obtained or such other actions were not taken or in order to obtain any such approval or other action. If certain types of adverse action are taken with respect to the matters discussed below, the Purchaser could, subject to the terms and conditions of the Merger Agreement, could decline to accept for payment or pay for any Shares tendered. See Section 14 for a description — “Conditions of certain conditions to the Offer.”

Certain Legal Matters. Except as described in this Section 15, based on a review of publicly available filings made by the Company with the Commission and other publicly available information concerning the Company and discussions of representatives of Parent with representatives 15—"Certain Legal Matters," none of the Company, none of the Purchaser, Purchaser or Parent or the Company is aware of any license or regulatory permit that appears to be material to the business of the Company and its Subsidiaries, taken as a whole, that might be adversely affected by the Purchaser's acquisition of the Shares (and in the indirect acquisition of the stock of the Company's subsidiaries) as contemplated herein Offer or of any approval or other action by any Governmental Entity a domestic or foreign governmental, administrative or regulatory agency or authority that would be required or desirable for the acquisition or and ownership of the Shares by Purchaser in the Purchaser as contemplated hereinOffer. Should any such approval or other action be required or desirablerequired, Parent and the Purchaser currently contemplate that we presently intend to seek such approval or other action will be soughtaction, except as described below under "State Takeover Laws". While (except —Business Combination Statutes." Except as otherwise expressly described in this Section 15) the Offer to Purchase, although Purchaser does not presently intend to delay the acceptance for payment of of, or payment for for, Shares tendered pursuant to in the Offer pending the outcome of any such matter, there can be no assurance that any such approval or other action, if needed, would be obtained or would be obtained without substantial conditions or that failure Table of Contents to obtain any such approval or other action might not result in consequences adverse to the Company's business or that certain parts of the Company's business might not have to be disposed of if or other substantial conditions complied with in the event that such approvals were not obtained or such other actions were not taken or in order to obtain any such approval or other action. If certain types of adverse action are taken with respect to the matters discussed below, the Purchaser could, subject to the terms and conditions of the Merger Agreement, could decline to irrevocably accept for payment purchase or pay for any Shares tendered. See Section 14 for a description 14—"Conditions of certain conditions to the Offer."

Certain Legal Matters. Except as described in this Section 15, based on a review of publicly available filings made information provided by the Company with the Commission and other publicly available information concerning the Company and discussions of representatives of Parent with representatives of the CompanyEveryday Health, none of Everyday Health, the Purchaser, Purchaser or Parent or the Company is aware of any license or regulatory permit that appears to be material to the business of the Company and its Subsidiaries, taken as a whole, Everyday Health that might be adversely affected by the Purchaser's acquisition of Shares (and the indirect ’s acquisition of the stock of Shares in the Company's subsidiaries) as contemplated herein Offer or of any approval or other action by any Governmental Entity a domestic or foreign governmental, administrative or regulatory agency or authority that would be required or desirable for the acquisition or and ownership of the Shares by the Purchaser as contemplated hereinin the Offer. Should any such approval or other action be required or desirablerequired, Parent and the Purchaser currently contemplate that we presently intend to seek such approval or other action will be soughtaction, except as described below under "State Takeover Laws". While (except “—Business Combination Statutes.” Except as otherwise expressly described in this Section 15) Offer to Purchase, although the Purchaser does not presently intend to delay the acceptance for payment of or payment for Shares tendered pursuant to in the Offer pending the outcome of any such matter, there can be no assurance that any such approval or other action, if needed, would be obtained or would be obtained without substantial conditions or that the failure to obtain any such approval or other action might not result in consequences adverse to the Company's Everyday Health’s business or that certain parts of the Company's Everyday Health’s business might not have to be disposed of if or other substantial conditions complied with in the event that such approvals were not obtained or such other actions were not taken or in order to obtain any such approval or other action. If certain types of adverse action are taken with respect to the matters discussed below, the Purchaser could, subject to the terms and conditions of the Merger Agreement, decline to accept for payment or pay for any Shares tendered. See Section 14 for a description of certain conditions to the Offer.

Certain Legal Matters. Except as described in this Section 15, based on a review of publicly available filings made by the Company with the Commission and other publicly available information concerning the Company and discussions of representatives of Parent with representatives of the Company, none of Parent, the Purchaser, Parent Purchaser or the Company is aware of any license or regulatory permit that appears to be material to the business of the Company and its Subsidiariessubsidiaries, taken as a whole, that might be adversely affected by the Purchaser's acquisition of Shares (and the indirect acquisition of the stock of the Company's subsidiaries) as contemplated herein or of any approval or other action by any Governmental Entity that would be required or desirable for the acquisition or ownership of Shares by the Purchaser as contemplated herein. Should any such approval or other action be required or desirable, Parent and the Purchaser currently contemplate that such approval or other action will be sought, except as described below under "State Takeover Laws". While (except as otherwise expressly described in this Section 15) the Purchaser does not presently intend to delay the acceptance for payment of or payment for Shares tendered pursuant to the Offer pending the outcome of any such matter, there can be no assurance that any such approval or other action, if needed, would be obtained or would be obtained without substantial conditions or that failure to obtain any such approval or other action might not result in consequences adverse to the Company's business or that certain parts of the Company's business might not have to be disposed of if such approvals were not obtained or such other actions were not taken or in order to obtain any such approval or other action. If certain types of adverse action are taken with respect to the matters discussed below, the Purchaser could, subject to the terms and conditions of the Merger Agreement, decline to accept for payment or pay for any Shares tendered. See Section 14 for a description of certain conditions to the Offer.

Certain Legal Matters. Except as described in this Section 15, based REGULATORY APPROVALS Based on a review of publicly available filings made by the Company with the Commission and other publicly available information concerning the Company and discussions of representatives of Parent with representatives of the Company, none of the Purchaser, neither Purchaser nor Parent or the Company is aware of any license or regulatory permit that appears to be material to the business of the Company and its Subsidiariessubsidiaries, taken as a whole, that might be adversely affected by the Purchaser's acquisition of Shares (and the indirect acquisition of the stock of the Company's subsidiaries) as contemplated herein or of any approval or other action action, except as otherwise described in this Section 15, by any Governmental Entity governmental entity that would be required or desirable for the acquisition or ownership of Shares by the Purchaser as contemplated herein. Should any such approval or other action be required or desirablerequired, Purchaser and Parent and the Purchaser currently contemplate that such approval or other action will be sought, except as described below under "State Takeover Laws". While (except as otherwise expressly described in this Section 15) the Purchaser does not presently intend to delay the acceptance for payment of or payment for Shares tendered pursuant to the Offer pending the outcome of any such matter, there can be no assurance that any such approval or other action, if needed, would be obtained or would be obtained without substantial conditions or that failure to obtain any such approval or other action might not result in consequences adverse to the Company's business or that certain parts of the Company's business might not have to be disposed of if such approvals were not obtained or such other actions were not taken or in order to obtain any such approval or other actiontaken. If certain types of adverse action are taken with respect to Purchaser's obligations under the matters discussed below, the Purchaser could, subject to the terms and conditions of the Merger Agreement, decline Offer to accept for payment or and pay for any Shares tenderedare subject to certain conditions including conditions relating to certain of the legal matters discussed in this Section 15. See Section 14 for a description of certain conditions to the Offer.14. 30 33

Certain Legal Matters. Except as described in this Section 15, 15 — “Certain Legal Matters,” based on a review of publicly available filings made information provided by the Company with the Commission and other publicly available information concerning the Company and discussions of representatives of Parent with representatives of the CompanyMicrofluidics, none of Microfluidics, the Purchaser, Parent Purchaser or the Company IDEX is aware of any license or regulatory permit that appears to be material to the business of the Company and its Subsidiaries, taken as a whole, Microfluidics that might be adversely affected by the Purchaser's acquisition of Shares (and the indirect ’s acquisition of the stock of Shares in the Company's subsidiaries) as contemplated herein Offer or of any approval or other action by any Governmental Entity a domestic or foreign governmental, administrative or regulatory agency or authority that would be required or desirable for the acquisition or and ownership of the Shares by the Purchaser as contemplated hereinin the Offer. Should any such approval or other action be required or desirablerequired, Parent and the Purchaser currently contemplate that we presently intend to seek such approval or other action will be soughtaction, except as described below under "State Takeover Laws". While (except “— Business Combination Statutes.” Except as otherwise expressly described in this Section 15) Offer to Purchase, although the Purchaser does not presently intend to delay the acceptance for payment of or payment for Shares tendered pursuant to in the Offer pending the outcome of any such matter, there can be no assurance that any such approval or other action, if needed, would be obtained or would be obtained without substantial conditions or that failure to obtain any such approval or other action might not result in consequences adverse to the Company's Microfluidics’ business or that certain parts of the Company's Microfluidics’ business might not have to be disposed of if or other substantial conditions complied with in the event that such approvals were not obtained or such other actions were not taken or in order to obtain any such approval or other action. If certain types of adverse action are taken with respect to the matters discussed below, the Purchaser could, subject to the terms and conditions of the Merger Agreement, could decline to accept for payment or pay for any Shares tendered. See Section 14 for a description — “Conditions of certain conditions to the Offer.”

Certain Legal Matters. Except as described in this Section 15, based on a review of publicly available filings made by the Company with the Commission and other publicly available information concerning the Company and discussions of representatives of Parent with representatives of the Company, 15—"Certain Legal Matters," none of the PurchaserAveXis, Purchaser or Parent or the Company is aware of any license or regulatory permit that appears to be material to the business of the Company and its Subsidiaries, taken as a whole, AveXis that might be adversely affected by the Purchaser's acquisition of the Shares (and in the indirect acquisition of the stock of the Company's subsidiaries) as contemplated herein Offer or of any approval or other action by any Governmental Entity a domestic or foreign governmental, administrative or regulatory agency or authority that would be required or desirable for the acquisition or and ownership of the Shares by Purchaser in the Purchaser as contemplated hereinOffer. Should any such approval or other action be required or desirablerequired, Parent and the Purchaser currently contemplate that we presently intend to seek such approval or other action will be soughtaction, except as described below under "State Takeover Laws". While (except —Business Combination Statutes." Except as otherwise expressly described in this Section 15) the Offer to Purchase, although Purchaser does not presently intend to delay the acceptance for payment of of, or payment for for, Shares tendered pursuant to in the Offer pending the outcome of any such matter, there can be no assurance that any such approval or other action, if needed, would be obtained or would be obtained without substantial conditions or that failure to obtain any such approval or other action might not result in consequences adverse to the Company's AveXis' business or that certain parts of the Company's AveXis' business might not have to be disposed of if or other substantial conditions complied with in the event that such approvals were not obtained or such other actions were not taken or in order to obtain any such approval or other action. If certain types of adverse action are taken with respect to the matters discussed below, the Purchaser could, subject to the terms and conditions of the Merger Agreement, could decline to accept for payment or pay for any Shares tendered. See Section 14 for a description 14—"Conditions of certain conditions to the Offer."

Certain Legal Matters. Except as described in this Section 15, 15—“Certain Legal Matters,” based on a review of publicly available filings made information provided by the Company with the Commission and other publicly available information concerning the Company and discussions of representatives of Parent with representatives of the CompanyAdeza, none of Adeza, the Purchaser, Parent Purchaser or the Company Cytyc is aware of any license or regulatory permit that appears to be material to the business of the Company and its Subsidiaries, taken as a whole, Adeza that might be adversely affected by the Purchaser's acquisition of Shares (and the indirect ’s acquisition of the stock of Shares in the Company's subsidiaries) as contemplated herein Offer or of any approval or other action by any Governmental Entity a domestic or foreign governmental, administrative or regulatory agency or authority that would be required or desirable for the acquisition or and ownership of the Shares by the Purchaser as contemplated hereinin the Offer. Should any such approval or other action be required or desirablerequired, Parent and the Purchaser currently contemplate that we presently intend to seek such approval or other action will be soughtaction, except as described below under "State Takeover Laws". While (except “—Business Combination Statutes.” Except as otherwise expressly described in this Section 15) Offer to Purchase, although the Purchaser does not presently intend to delay the acceptance for payment of or payment for Shares tendered pursuant to in the Offer pending the outcome of any such matter, there can be no assurance that any such approval or other action, if needed, would be obtained or would be obtained without substantial conditions or that failure to obtain any such approval or other action might not result in consequences adverse to the Company's Adeza’s business or that certain parts of the Company's Adeza’s business might not have to be disposed of if or other substantial conditions complied with in the event that such approvals were not obtained or such other actions were not taken or in order to obtain any such approval or other action. If certain types of adverse action are taken with respect to the matters discussed below, the Purchaser could, subject to the terms and conditions of the Merger Agreement, could decline to accept for payment or pay for any Shares tendered. See Section 14 for a description 14—“Conditions of certain conditions to the Offer.”

Certain Legal Matters. Except as described set forth in this Section 15, based on a review of publicly available filings made by the Company with the Commission and other publicly available information concerning the Company and discussions of representatives of Parent with representatives of provided to Parent, the Company, none of the Purchaser, Parent or the Company Purchaser is not aware of any license or other regulatory permit that which appears to be material to the business of the Company and its Subsidiaries, taken as a whole, that might be adversely affected by the Purchaser's acquisition of Shares pursuant to the Offer (and the indirect acquisition of the stock of the Company's subsidiaries) as contemplated herein ), or of any approval or other action by any Governmental Entity domestic or foreign governmental or administrative agency that would be required or desirable for prior to the acquisition or ownership of Shares by the Purchaser as contemplated hereinpursuant to the Offer. Should any such approval or other action be required or desirablerequired, Parent and it is the Purchaser currently contemplate Purchaser's present intention that such additional approval or other action will would be sought, except as described below under "State Takeover Laws". While (except as otherwise expressly described in this Section 15) the Purchaser does not presently intend to delay the acceptance for payment purchase of or payment for Shares tendered pursuant to the Offer pending the outcome receipt of any such matteradditional approval or the taking of any such action, there can be no assurance that any such additional approval or other action, if needed, would be obtained or would be obtained without substantial conditions or that failure to obtain any such approval or other action adverse consequences might not result in consequences adverse to the Company's business or Parent's business, or that certain parts of the Company's or Parent's business might not have be required to be disposed of if or held separate or other substantial conditions complied with in order to obtain such approval or action or in the event that such approvals were not obtained or such other actions were not taken or in order taken. The Purchaser's obligation to obtain any such approval or other action. If purchase and pay for Shares is subject to certain types of adverse action are taken with respect conditions relating to the legal matters discussed below, the Purchaser could, subject to the terms and conditions of the Merger Agreement, decline to accept for payment or pay for any Shares tenderedin this Section 15. See Section 14 for a description of certain conditions to the Offer.13. 28