Investigations; Litigation. There is no investigation or review pending (or, to the knowledge of Parent, threatened) by any Governmental Entity with respect to Parent or any of its Subsidiaries which would have, individually or in the aggregate, a Parent Material Adverse Effect, and there are no actions, suits, inquiries, investigations or proceedings pending (or, to Parent’s knowledge, threatened) against or affecting Parent or its Subsidiaries, or any of their respective properties at law or in equity before, and there are no orders, judgments or decrees of, or before, any Governmental Entity, in each case which would have, individually or in the aggregate, a Parent Material Adverse Effect.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (BMCA Acquisition Sub Inc.), Agreement and Plan of Merger (Elkcorp), Agreement and Plan of Merger (Comdata Network, Inc. Of California)
Investigations; Litigation. There As of the date hereof, there is no investigation or review pending (or, to the knowledge Knowledge of Parent, threatened) by any Governmental Entity with respect to Parent or any of its Subsidiaries which that would have, individually or in the aggregate, a Parent Material Adverse Effect, and there are no actions, suits, inquiries, investigations or proceedings Actions pending (or, to the Knowledge of Parent’s knowledge, threatened) against or affecting Parent or its any of Parent’s Subsidiaries, or any of their respective properties at law or in equity before, and there are no orders, judgments or decrees of, or before, any Governmental Entity, in each case which that would have, individually or in the aggregate, a Parent Material Adverse Effect.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Emerson Electric Co), Agreement and Plan of Merger (National Instruments Corp), Agreement and Plan of Merger (L3harris Technologies, Inc. /De/)
Investigations; Litigation. There is no investigation or review pending (or, to the knowledge of Parent, threatened) by any Governmental Entity with respect to Parent or any of its Subsidiaries which would have, individually or in the aggregate, a Parent Material Adverse Effect, and there are no actions, suits, inquiries, investigations or proceedings pending (or, to Parent’s knowledge, threatened) against or affecting Parent or its Subsidiaries, or any of their respective properties at law or in equity before, and there are no orders, judgments or decrees of, or before, any Governmental Entity, in each case case, which would have, individually or in the aggregate, a Parent Material Adverse Effect.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Osi Restaurant Partners, Inc.), Agreement and Plan of Merger (Memry Corp), Agreement and Plan of Merger (Wj Communications Inc)
Investigations; Litigation. There As of the date of this Agreement, there is no investigation or review pending (or, to the knowledge of Parent, threatened) by any Governmental Entity with respect to Parent or any of its Subsidiaries which would have, individually or in the aggregate, a Parent Material Adverse Effect, and there are no actionsActions, suits, inquiries, investigations or proceedings pending (or, to Parent’s knowledge, threatened) against or affecting Parent or its Subsidiaries, or any of their respective properties at law or in equity before, and there are no orders, judgments or decrees of, or before, any Governmental Entity, in each case which would have, individually or in the aggregate, aggregate a Parent Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Titanium Asset Management Corp), Agreement and Plan of Merger (X Rite Inc)
Investigations; Litigation. (a) There is no investigation or review pending (or, to the knowledge Knowledge of Parent, threatened) by any Governmental Entity with respect to Parent or any of its Significant Subsidiaries which that would have or reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, and there . There are no actions, suits, inquiries, investigations or proceedings Actions pending (or, to Parent’s knowledgeKnowledge, threatened) against or affecting Parent or its Significant Subsidiaries, or any of their respective properties at law or in equity before, and there are no orders, judgments or decrees Orders of, or before, any Governmental Entity, in each case which that would have or reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
Appears in 2 contracts
Samples: Business Combination Agreement (Noble Corp), Business Combination Agreement
Investigations; Litigation. There As of the date hereof, there is no investigation or review pending (or, to the knowledge of Parent, threatened) by any Governmental Entity with respect to Parent or any of its Subsidiaries which would have, individually or in the aggregate, a Parent Material Adverse Effect, and there are no actions, suits, inquiries, investigations or proceedings pending (or, to Parent’s knowledge, threatened) against or affecting Parent or its Subsidiaries, or any of their respective properties at law or in equity before, and there are no orders, judgments or decrees of, or before, any Governmental Entity, in each case case, which would have, individually or in the aggregate, a Parent Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vestar Capital Partners v L P), Agreement and Plan of Merger (Radiation Therapy Services Inc)
Investigations; Litigation. There To the knowledge of Parent, (a) there is no investigation or review pending (or, to the knowledge of Parent, threatened) or threatened by any Governmental Entity with respect to Parent or any of its Subsidiaries which would have, individually or in the aggregate, a Parent Material Adverse Effect, and (b) there are no material actions, suits, inquiries, investigations suits or proceedings pending (or, to Parent’s knowledge, threatened) against or affecting Parent or its Subsidiaries, or any of their respective properties at law or in equity before, and there are no orders, judgments or decrees of, or before, any Governmental Entity, in each case case, which would have, individually or in the aggregate, a Parent Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Merisel Inc /De/), Agreement and Plan of Merger (American Capital Strategies LTD)
Investigations; Litigation. There is no investigation or review pending (or, to the knowledge of Parent, threatened) by any Governmental Entity with respect to Parent or any of its Subsidiaries which would have, individually or in the aggregate, a Parent Material Adverse Effect, and there are no actions, suits, inquiries, investigations or proceedings pending (or, to Parent’s knowledge, threatened) against or affecting Parent or its Subsidiaries, or any of their respective properties at law Law or in equity before, and there are no orders, judgments or decrees of, or before, any Governmental Entity, in each case which would have, individually or in the aggregate, a Parent Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Dresser-Rand Group Inc.)
Investigations; Litigation. There is no investigation or review pending (or, to the knowledge of the Parent, threatened) by any Governmental Entity with respect to Parent or any of its Subsidiaries which would have, individually or in the aggregate, a Parent Material Adverse Effect, and there are no actions, suits, inquiries, investigations or proceedings pending (or, to Parent’s knowledge, threatened) against or affecting Parent or its Subsidiaries, or any of their respective properties at law or in equity before, and there are no orders, judgments or decrees of, or before, any Governmental Entity, in each case which would have, individually or in the aggregate, aggregate a Parent Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Stealth Acquisition Corp.), Agreement and Plan of Merger (Safenet Inc)
Investigations; Litigation. There As of the date hereof, there is no investigation or review pending (or, to the knowledge Knowledge of Parent, threatened) by any Governmental Entity with respect to Parent Parent, Guarantor or any of its Subsidiaries which would haveMerger Sub that would, individually or in the aggregate, constitute a Parent Material Adverse Effect, and there are no actions, suits, inquiries, investigations or proceedings Legal Proceedings pending (or, to the Knowledge of Parent’s knowledge, threatened) against or affecting Parent Parent, Guarantor or its SubsidiariesMerger Sub, or any of their respective properties at law or in equity before, and there are no orders, judgments or decrees Orders of, or before, any Governmental Entity, in each case which would havethat would, individually or in the aggregate, constitute a Parent Material Adverse Effect.
Appears in 1 contract
Investigations; Litigation. There is no investigation or review pending (or, to the knowledge Knowledge of Parent, threatened) by any Governmental Entity with respect to Parent or any of its Subsidiaries which would havewould, individually or in the aggregate, a impair, prevent or delay the ability of Parent Material Adverse Effector Merger Sub to perform its obligations under this Agreement, and there are no actions, suits, inquiries, investigations or proceedings Actions pending (or, to the Knowledge of Parent’s knowledge, threatened) against or affecting Parent or its Subsidiaries, or any of their respective properties or assets at law or in equity before, and there are no orders, judgments or decrees of, or before, any Governmental Entity, in each case which would havewould, individually or in the aggregate, a impair, prevent or delay the ability of Parent Material Adverse Effector Merger Sub to perform its obligations under this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Stancorp Financial Group Inc)
Investigations; Litigation. (a) There is no investigation or review pending (or, to the knowledge of Parent, threatened) by any Governmental Entity with respect to Parent or any of its Subsidiaries which would have, individually or in the aggregate, have a Parent Material Adverse Effect, and (b) there are no actions, suits, inquiries, investigations or proceedings pending (or, to Parent’s knowledge, threatened) against or affecting Parent or its Subsidiaries, or any of their respective properties at law or in equity before, and there are no orders, judgments or decrees of, or before, any Governmental Entity, in each case which would have, individually or in the aggregate, have a Parent Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Touchstone Software Corp /Ca/)
Investigations; Litigation. There As of the date of this Agreement, there is no investigation or review pending (or, to the knowledge of Parent, threatened) by any Governmental Entity with respect to Parent or any of its Subsidiaries which would have, individually or in the aggregate, a Parent Material Adverse Effect, and there are no actions, suits, inquiries, investigations or proceedings pending (or, to Parent’s 's knowledge, threatened) against or affecting Parent or its Subsidiaries, or any of their respective properties at law or in equity before, and there are no orders, judgments or decrees of, or before, any Governmental Entity, in each case case, which would have, individually or in the aggregate, a Parent Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ness Technologies Inc)
Investigations; Litigation. There is no investigation or review pending (or, to the knowledge of Parent, threatened) by any Governmental Entity with respect to Parent or any of its Subsidiaries which would have, individually or in the aggregate, a Parent Material Adverse Effect, and there are no actions, suits, inquiries, investigations or proceedings pending (or, to Parent’s knowledge, threatened) against or affecting Parent or its Subsidiaries, or any of their respective properties at law Law or in equity before, and there are no orders, judgments or decrees of, or before, any Governmental Entity, in each case which would have, individually or in the aggregate, a Parent Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Varian Medical Systems Inc)
Investigations; Litigation. There As of the date hereof, there is no investigation or review pending (or, to the knowledge Knowledge of Parent, threatened) by any Governmental Entity with respect to Parent or any of its Subsidiaries which that would have, individually or in the aggregate, a Parent Material Adverse Effect, and there are no actions, suits, inquiries, investigations or proceedings Actions pending (or, to the Knowledge of Parent’s knowledge, threatened) against or affecting Parent or its any of Parent's Subsidiaries, or any of their respective properties at law or in equity before, and there are no orders, judgments or decrees of, or before, any Governmental Entity, in each case which that would have, individually or in the aggregate, a Parent Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Interactive Intelligence Group, Inc.)
Investigations; Litigation. There As of the date hereof, (a) there is no investigation or review pending (or, to the knowledge Knowledge of Parent, threatened) by any Governmental Entity with respect to Parent or any of its Subsidiaries which that would have or reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, and (b) there are no actions, suits, inquiries, investigations or proceedings Actions pending (or, to Parent’s knowledgeKnowledge, threatened) against or affecting Parent or its Subsidiaries, or any of their respective properties at law or in equity before, and there are no orders, judgments or decrees Orders of, or before, any Governmental Entity, in each case which that would have or reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Volt Information Sciences, Inc.)
Investigations; Litigation. There is no investigation or review pending (or, to the knowledge Knowledge of Parent, threatened) by any Governmental Entity with respect to Parent or any of its Subsidiaries which or the Subject Joint Venture that would have, individually or in the aggregate, a Parent Material Adverse Effect, and there . There are no actions, suits, inquiries, investigations or proceedings Actions pending (or, to the Knowledge of Parent’s knowledge, threatened) against or affecting Parent or any of its SubsidiariesSubsidiaries or the Subject Joint Venture, or any of their respective properties at law or in equity before, and there are no orders, judgments or decrees Orders of, or before, any Governmental Entity, in each case which that would have, individually or in the aggregate, a Parent Material Adverse Effect.
Appears in 1 contract
Investigations; Litigation. There is no investigation or review pending (or, to the knowledge Knowledge of Parent, threatened) by any Governmental Entity with respect to Parent or any of its Subsidiaries which would havewould, individually or in the aggregate, have a Parent Material Adverse Effect, and there are no actions, suits, inquiries, investigations or proceedings pending (or, to Parent’s knowledgeKnowledge, threatened) against or affecting Parent or its Subsidiaries, or any of their respective properties at law or in equity before, and there are no orders, judgments or decrees of, or before, any Governmental Entity, in each case which would havewould, individually or in the aggregate, have a Parent Material Adverse Effect.
Appears in 1 contract
Investigations; Litigation. There is no investigation or review pending (or, to the knowledge Knowledge of Parent, threatened) by any Governmental Entity with respect to Parent or any of its Subsidiaries which would have, individually or in the aggregate, a Parent Material Adverse Effect, and there are no actions, suits, inquiries, investigations or proceedings pending (or, to Parent’s knowledgeKnowledge, threatened) against or affecting Parent or its Subsidiaries, or any of their respective properties at law or in equity before, and there are no orders, judgments or decrees of, or before, any Governmental EntityEntity against or affecting Parent or its Subsidiaries, in each case which would have, individually or in the aggregate, a Parent Material Adverse Effect.
Appears in 1 contract