Common use of No Governmental Litigation Clause in Contracts

No Governmental Litigation. There shall not be pending or threatened any Legal Proceeding in which a Governmental Body is or is threatened to become a party or is otherwise involved: (a) challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated by this Agreement; (b) relating to the Merger and seeking to obtain from Parent or any of its subsidiaries any damages that may be material to Parent; (c) seeking to prohibit or limit in any material respect Parent's ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the Surviving Corporation; or (d) which would materially and adversely affect the right of Parent, the Surviving Corporation or any subsidiary of Parent to own the assets or operate the business of the Company.

No Governmental Litigation. There shall not be pending or threatened any Legal Proceeding in which a Governmental Body is or is threatened to become a party or is otherwise involved: (a) challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated by this Agreement; (b) relating to the Merger and seeking to obtain from Parent the Company or any of its subsidiaries any damages that may be material to Parentthe Company; (c) seeking to prohibit or limit in any material respect Parentthe Company's ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the Surviving Corporation; or (d) which would materially and adversely affect the right of the Parent, the Surviving Corporation or any subsidiary of Parent to own the assets or operate the business of the Company.

No Governmental Litigation. There shall not be pending or threatened any Legal Proceeding in which a Governmental Body is action, suit or is threatened to become a party litigation brought by the United States government or is otherwise involvedthe European Community, or any agency, commission, instrumentality, unit or body of the United States Government or the European Community: (a) challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated by this AgreementMerger; (b) relating to the Merger and seeking to obtain from Parent or any of its subsidiaries any damages that may be material to Parent; (c) seeking to prohibit or limit in any material respect Parent's ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the Surviving Corporation; or (d) which would materially and adversely affect the right of Parent, the Surviving Corporation or any subsidiary of Parent to own the assets or operate the business of the Company.

No Governmental Litigation. There shall not be pending or threatened any Legal Proceeding in which a Governmental Body Authority is or is threatened to become a party or is otherwise involvedparty: (a) challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated by this Agreement; (b) relating to the Merger and seeking to obtain from Parent or any of its subsidiaries any damages that may be material to Parent; (c) seeking to prohibit or limit in any material respect Parent's ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the Surviving Corporation; or (d) which would materially and adversely affect the right of Parent, the Surviving Corporation or any subsidiary of Parent to own the assets or operate the business of the Company.

No Governmental Litigation. There shall not be pending or threatened any Legal Proceeding in which a Governmental Body is or is threatened to become a party or is otherwise involved: (a) challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated by this Agreement; (b) relating to the Merger and seeking to obtain from Parent Parent, the Company or any of its subsidiaries any damages that may be material to Parentthe combined company after the Effective Time; (c) seeking to prohibit or limit in any material respect Parent's ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the Surviving Corporation; or (d) which would materially and adversely affect the right of Parent, the Surviving Corporation or any subsidiary of Parent to own the assets or operate the business of Parent or of the Company.

No Governmental Litigation. There shall not be pending or threatened any Legal Proceeding in which a Governmental Body Authority is or is threatened to become a party or is otherwise involvedparty: (a) challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated by this Agreement; (b) relating to the Merger and seeking to obtain from Parent or any of its subsidiaries or from the Company any damages that may be material to ParentParent or the Company; (c) seeking to prohibit or limit in any material respect Parent's ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the Surviving Corporation; or (d) which would materially and adversely affect the right of Parent, the Surviving Corporation or any subsidiary of Parent to own the assets or operate the business of the Company.

No Governmental Litigation. There shall not be pending or threatened any Legal Proceeding in which a Governmental Body is (or is threatened to become become) a party or is otherwise involvedparty: (a) challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated by this Agreement; (b) relating to the Merger and seeking to obtain from Parent or any of its subsidiaries any damages that may be material to Parent; (c) seeking to prohibit or limit in any material respect Parent's ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the Surviving Corporation; or (d) which would materially and adversely affect the right of Parent, the Surviving Corporation or any subsidiary of Parent to own the assets or operate the business of the Company.

No Governmental Litigation. There shall not be pending or threatened any Legal Proceeding in which a Governmental Body is or is threatened to become a party or is otherwise involved: (a) challenging or seeking to restrain or prohibit the consummation of the Excel Merger or any of the other transactions contemplated by this Agreement; (b) relating to the Excel Merger and seeking to obtain from the Parent or any of its subsidiaries any damages that may be material to the Parent; (c) seeking to prohibit or limit in any material respect Parent's the ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the Surviving Corporation; or (d) which would materially and adversely affect the right of the Parent, the Surviving Corporation or any subsidiary of the Parent to own the assets or operate the business of the Excel Company.

No Governmental Litigation. There shall not be pending or threatened any Legal Proceeding in which a Governmental Body is or is threatened to become a party or is otherwise involved: (a) challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated by this Agreement; (b) relating to the Merger and seeking to obtain from Parent or any of its subsidiaries any damages that may be material to Parent; (c) seeking to prohibit or limit in any material respect Parent's ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the Surviving Corporation; or (d) which would materially and adversely affect the right of Parent, the Surviving Corporation or any subsidiary of Parent to own the assets or operate the business of the Company.36

No Governmental Litigation. There shall not be pending or threatened any Legal Proceeding in which a Governmental Body is or is has threatened to become a party or is otherwise involved: (a) challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated by this Agreement; (b) relating to the Merger and seeking to obtain from Parent or any of its subsidiaries any damages that may be material to Parent; (c) seeking to prohibit or limit in any 50 57 material respect Parent's ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the Surviving Corporation; or (dc) which would materially and adversely affect the right of Parent, the Surviving Corporation or any subsidiary Subsidiary of Parent to own the assets or operate the business of the Company.

No Governmental Litigation. There shall not be pending or threatened any Legal Proceeding in which a Governmental Body is or is threatened to become a party or is otherwise involved: (a) challenging or seeking to restrain or prohibit the consummation of either of the Merger Mergers or any of the other transactions contemplated by this Agreement; (b) relating to either of the Merger Mergers and seeking to obtain from Parent Target or any of its subsidiaries any damages that may be material to ParentTarget; (c) seeking to prohibit or limit in any material respect ParentHoldco's ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the either Surviving Corporation; or (d) which that would materially and adversely affect the right of Parent, the Holdco or either Surviving Corporation or any subsidiary of Parent to own the assets or operate the business of the CompanyCPI.