Common use of No Governmental Litigation Clause in Contracts

No Governmental Litigation. There shall not be pending any suit, action or judicial proceeding brought by, or overtly threatened by, a Governmental Body: (a) challenging or seeking to restrain, prohibit, rescind or unwind the consummation of the Merger or any of the other Contemplated Transactions; (b) seeking to prohibit or limit in any material respect Parent’s ability to vote, transfer, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the Surviving Corporation; (c) relating to the Merger or the other Contemplated Transactions and that would reasonably be expected to materially and adversely affect the right or ability of Parent or any of the Avanex Corporations to own any of the material assets or materially limit the operation of the business of any of the Avanex Corporations; (d) seeking to compel any of the Avanex Corporations, Parent or any Subsidiary of Parent to dispose of or hold separate any material assets or business as a result of the Merger or any of the other Contemplated Transactions; or (e) relating to the Merger or the other Contemplated Transactions and seeking to impose (or that would reasonably be expected to result in the imposition of) any criminal sanctions or criminal liability on Parent or any of the Avanex Corporations.

No Governmental Litigation. There shall not be pending any suit, action or judicial proceeding brought by, or overtly threatened by, any Legal Proceeding in which a Governmental BodyBody is or is threatened to become a party: (a) challenging or seeking to restrain, prohibit, rescind or unwind the consummation of the Merger or any of the other Contemplated Transactions; (b) seeking to prohibit or limit in any material respect Parent’s ability to vote, transfer, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the Surviving Corporation; (c) relating to the Merger or the other Contemplated Transactions Transaction and that would reasonably be expected to materially and adversely affect the right or ability of Parent or any of the Avanex Corporations to own any of the material assets or materially limit the operation of the business of any of the Avanex Symyx Corporations; (d) seeking to compel any of the Avanex Symyx Corporations, Parent or any Subsidiary of Parent to dispose of or hold separate any material assets or material business as a result of the Merger or any of the other Contemplated Transactions; or (e) relating to the Merger or the other Contemplated Transactions and seeking to impose (or that would reasonably be expected to result in the imposition of) any criminal sanctions or criminal liability on Parent or any of the Avanex Symyx Corporations.

No Governmental Litigation. There shall not be pending any suit, action or judicial proceeding brought by, or overtly threatened any suit, action or judicial proceeding by, a Governmental Body: (a) challenging or seeking to restrain, prohibit, rescind or unwind the consummation of the Merger or any of the other Contemplated Transactions; (b) seeking to prohibit or limit in any material respect Parent’s ability to vote, transfer, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the Surviving Corporation; (c) relating to the Merger or the other Contemplated Transactions and that would reasonably be expected to materially and adversely affect the right or ability of Parent any of the Oclaro Corporations or any of the Avanex Opnext Corporations to own any of the material assets asset or materially limit the operation of the business of any of the Avanex Opnext Corporations; (d) seeking to compel any of the Avanex Opnext Corporations, Parent or any Subsidiary of Parent to dispose of or hold separate any material assets asset or business as a result of the Merger or any of the other Contemplated Transactions; or (e) relating to the Merger or the other Contemplated Transactions and seeking to impose (or that would reasonably be expected to result in the imposition of) any criminal sanctions or criminal liability on Parent or any of the Avanex Opnext Corporations.,

No Governmental Litigation. There shall not be pending any suit, action or judicial proceeding brought by, or overtly threatened by, Legal Proceeding in which a Governmental BodyBody with jurisdiction over the parties is a party: (a) challenging or seeking to restrain, prohibit, rescind or unwind the consummation of the Merger or any of the other Contemplated Transactions; (b) seeking to prohibit or limit in any material respect Parent’s ability to vote, transfer, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the Surviving Corporation; (c) relating to the Merger or the other Contemplated Transactions and that would reasonably be expected to materially and adversely affect the right or ability of Parent or any of the Avanex Corporations to own any of the material assets or materially limit the operation of the business of any of the Avanex API Corporations; (d) seeking to compel any of the Avanex API Corporations, Parent or any Subsidiary of Parent to dispose of or hold separate any material assets or material business as a result of the Merger or any of the other Contemplated Transactions; or (e) relating to the Merger or the other Contemplated Transactions and seeking to impose (or that would reasonably be expected to result in the imposition of) any criminal sanctions or criminal liability on Parent or any of the Avanex API Corporations.

No Governmental Litigation. There shall not be pending any suit, action or judicial proceeding brought by, or overtly threatened by, any Legal Proceeding brought by a Governmental Body: (a) challenging or seeking to restrain, prohibit, rescind restrain or unwind prohibit the consummation of the Delaware Merger, the Bermuda Merger or any of the other Contemplated Transactions; (b) seeking to prohibit or limit in any material respect Parent’s the ability of HoldCo to vote, transfer, receive dividends with respect to or otherwise exercise ownership rights with respect to the shares of the Surviving Bermuda Company or the stock of the Surviving Delaware Corporation; (c) relating to the Merger or the other Contemplated Transactions and that would reasonably be expected to could materially and adversely affect the right or ability of Parent or any of the Avanex Corporations HoldCo to own any of the material assets or materially limit the operation of operate the business of any of the Avanex CorporationsInphi Entities or the Marvell Entities; (d) seeking to compel HoldCo, any of the Avanex Corporations, Parent other Marvell Entities or any Subsidiary of Parent the Inphi Entities to dispose of or hold separate any material assets or business as a result of the Delaware Merger, the Bermuda Merger or any of the other Contemplated Transactions; or (e) relating to the Delaware Merger, the Bermuda Merger or any of the other Contemplated Transactions and seeking to impose (or that would reasonably be expected to result in the imposition of) any criminal sanctions or criminal liability on Parent HoldCo, any Marvell Entity, any Inphi Entity or any of the Avanex Corporationstheir respective officers, directors or Affiliates.

No Governmental Litigation. There shall not be pending any suit, action or judicial proceeding brought by, or overtly threatened by, Legal Proceeding in which a Governmental BodyBody with jurisdiction over the parties is a party: (a) challenging or seeking to restrain, prohibit, rescind or unwind the consummation of the Merger or any of the other Contemplated Transactions; (b) seeking to prohibit or limit in any material respect Parent’s 's ability to vote, transfer, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the Surviving Corporation; (c) relating to the Merger or the other Contemplated Transactions and that would reasonably be expected to materially and adversely affect the right or ability of Parent or any of the Avanex Corporations to own any of the material assets or materially limit the operation of the business of any of the Avanex Alamo Corporations; (d) seeking to compel any of the Avanex Alamo Corporations, Parent or any Subsidiary of Parent to dispose of or hold separate any material assets or material business as a result of the Merger or any of the other Contemplated Transactions; or (e) relating to the Merger or the other Contemplated Transactions and seeking to impose (or that would reasonably be expected to result in the imposition of) any criminal sanctions or criminal liability on Parent or any of the Avanex Alamo Corporations.

No Governmental Litigation. There shall not be pending any suit, action or judicial proceeding brought by, or overtly threatened any suit, action or judicial proceeding by, a Governmental Body: (a) challenging or seeking to restrain, prohibit, rescind or unwind the consummation of the Merger or any of the other Contemplated Transactions; (b) seeking to prohibit or limit in any material respect Parent’s ability to vote, transfer, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the Surviving Corporation; (c) relating to the Merger or the other Contemplated Transactions and that would reasonably be expected to materially and adversely affect the right or ability of Parent any of the Oclaro Corporations or any of the Avanex Opnext Corporations to own any of the material assets asset or materially limit the operation of the business of any of the Avanex Opnext Corporations; (d) seeking to compel any of the Avanex Opnext Corporations, Parent or any Subsidiary of Parent to dispose of or hold separate any material assets asset or business as a result of the Merger or any of the other Contemplated Transactions; or (e) relating to the Merger or the other Contemplated Transactions and seeking to impose (or that would reasonably be expected to result in the imposition of) any criminal sanctions or criminal liability on Parent or any of the Avanex Opnext Corporations.

No Governmental Litigation. There shall not be pending any suit, action or judicial proceeding brought by, or overtly threatened by, a Governmental Body: (a) challenging or seeking to restrain, prohibit, rescind or unwind the consummation of the Merger or any of the other Contemplated Transactions; (b) seeking to prohibit or limit in any material respect Parent’s ability to vote, transfer, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the Surviving Corporation; (c) relating to the Merger or the other Contemplated Transactions and that would reasonably be expected to materially and adversely affect the right or ability of Parent or any of the Avanex Corporations to own any of the material assets or materially limit the operation of the business of any of the Avanex Corporations; (d) seeking to compel any of the Avanex Corporations, Parent or any Subsidiary of Parent to dispose of or hold separate any material assets or business as a result of the Merger or any of the other Contemplated Transactions; or (e) relating to the Merger or the other Contemplated Transactions and seeking to impose (or that would reasonably be expected to result in the imposition of) any criminal sanctions or criminal liability on Parent or any of the Avanex Corporations.,

No Governmental Litigation. There shall not be pending any suit, action or judicial proceeding brought by, or overtly threatened by, Legal Proceeding in which a Governmental BodyBody with jurisdiction over the parties is a party: (a) challenging or seeking to restrain, prohibit, rescind or unwind the consummation of the Merger Mergers or any of the other Contemplated Transactions; (b) seeking to prohibit or limit in any material respect ParentNetScout’s ability to vote, transfer, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock limited liability company interests of the First Merger Surviving CorporationEntity or Second Merger Surviving Entity, as applicable; (c) relating to the Merger Mergers or the other Contemplated Transactions and that would reasonably be expected to materially and adversely affect the right or ability of Parent or any of the Avanex Corporations to own any of the material assets or materially limit the operation of the business of any of the Avanex Corporationsresult in a Burdensome Condition; (d) seeking to compel any of the Avanex CorporationsCommunications Companies, Parent NetScout or any Subsidiary of Parent NetScout to dispose of or hold separate any material assets or material business as a result of the Merger Mergers or any of the other Contemplated TransactionsTransactions that would be a Burdensome Condition; or (e) relating to the Merger Mergers or the other Contemplated Transactions and seeking to impose (or that would reasonably be expected to result in the imposition of) any criminal sanctions or criminal liability on Parent NetScout, Xxxxxxx or any of the Avanex CorporationsCommunications Companies.

No Governmental Litigation. There shall not be pending any suit, action or judicial proceeding brought by, or overtly threatened by, Legal Proceeding in which a Governmental BodyBody with jurisdiction over the parties is a party: (a) challenging or seeking to restrain, prohibit, rescind or unwind the consummation of the Merger or any of the other Contemplated Transactions; (b) seeking to prohibit or limit in any material respect Parent’s ability to vote, transfer, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the Surviving Corporation; (c) relating to the Merger or the other Contemplated Transactions and that would reasonably be expected to materially and adversely affect the right or ability of Parent or any of the Avanex Corporations to own any of the material assets or materially limit the operation of the business of any of the Avanex Owl Corporations; (d) seeking to compel any of the Avanex Owl Corporations, Parent or any Subsidiary of Parent to dispose of or hold separate any material assets or material business as a result of the Merger or any of the other Contemplated Transactions; or (e) relating to the Merger or the other Contemplated Transactions and seeking to impose (or that would reasonably be expected to result in the imposition of) any criminal sanctions or criminal liability on Parent or any of the Avanex Owl Corporations.

No Governmental Litigation. There shall not be pending or threatened any suit, action or judicial proceeding brought by, or overtly threatened by, Legal Proceeding in which a Governmental BodyBody is or is threatened to become a party: (a) challenging or seeking to restrain, prohibit, rescind or unwind the consummation of the Merger Arrangement or any of the other Contemplated Transactions; (b) relating to the Arrangement or any of the other Contemplated Transactions and seeking to obtain from Parent or any of the Acquired Corporations any damages or other relief that would reasonably be expected to be material to Parent or the Acquired Corporations; (c) seeking to prohibit or limit in any material respect Parent’s ability to vote, transfer, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the Surviving CorporationCompany; (cd) relating to the Merger or the other Contemplated Transactions and that would reasonably be expected to could materially and adversely affect the right or ability of Parent or any of the Avanex Acquired Corporations to own any of the material assets or materially limit the operation of operate the business of any of the Avanex Acquired Corporations; (de) seeking to compel any of the Avanex Acquired Corporations, Parent or any Subsidiary of Parent to dispose of or hold separate any material assets or business as a result of the Merger Arrangement or any of the other Contemplated Transactions; or (ef) relating to the Merger or the other Contemplated Transactions and seeking to impose (or that would reasonably be expected to could result in the imposition of) any criminal sanctions or criminal liability on Parent or any of the Avanex Acquired Corporations.

No Governmental Litigation. There shall not be pending any suit, action or judicial proceeding brought by, or overtly threatened by, Legal Proceeding in which a Governmental BodyBody with jurisdiction over the parties is a party: (a) challenging or seeking to restrain, prohibit, rescind or unwind the consummation of the Merger or any of the other Contemplated Transactions; (b) seeking to prohibit or limit in any material respect Parent’s ability to vote, transfer, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the Surviving Corporation; (c) relating to the Merger or the other Contemplated Transactions and that would reasonably be expected to materially and adversely affect the right or ability of Parent or any of the Avanex Corporations to own any of the material assets or materially limit the operation of the business of any of the Avanex Company Corporations; (d) seeking to compel any of the Avanex Company Corporations, Parent or any Subsidiary of Parent to dispose of or hold separate any material assets or material business as a result of the Merger or any of the other Contemplated Transactions; or (e) relating to the Merger or the other Contemplated Transactions and seeking to impose (or that would reasonably be expected to result in the imposition of) any criminal sanctions or criminal liability on Parent or any of the Avanex Company Corporations.

No Governmental Litigation. There shall not be pending any suit, action or judicial proceeding brought by, or overtly threatened any suit, action or judicial proceeding by, a Governmental Body: (a) challenging or seeking to restrain, prohibit, rescind or unwind the consummation of the Merger Mergers or any of the other Contemplated Transactions; (b) seeking to prohibit or limit in any material respect Parent’s ability to vote, transfer, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the either Surviving Corporation; (c) relating to the Merger Mergers or the other Contemplated Transactions and that would reasonably be expected to materially and adversely affect the right or ability of Parent any of the TriQuint Corporations or any of the Avanex RFMD Corporations to own any of the material assets asset or materially limit the operation of the business of any of the Avanex TriQuint Corporations or the RFMD Corporations; (d) seeking to compel any of the Avanex Corporations, Parent RFMD Corporations or any Subsidiary of Parent the TriQuint Corporations to dispose of or hold separate any material assets asset or business as a result of the Merger Mergers or any of the other Contemplated Transactions; or (e) relating to the Merger Mergers or the other Contemplated Transactions and seeking to impose (or that would reasonably be expected to result in the imposition of) any criminal sanctions or criminal liability on Parent or any of the Avanex RFMD Corporations or TriQuint Corporations.

No Governmental Litigation. There shall not be pending any suit, action or judicial proceeding brought by, or overtly threatened by, Legal Proceeding in which a Governmental BodyBody with jurisdiction over the parties is a party: (a) challenging or seeking to restrain, prohibit, rescind or unwind the consummation of the Merger or any of the other Contemplated Transactions; (b) seeking to prohibit or limit in any material respect ParentAinge’s ability to vote, transfer, receive dividends with respect to or otherwise exercise ownership rights with respect to the capital stock of the Surviving Corporation; (c) relating to the Merger or the other Contemplated Transactions and that would reasonably be expected to materially and adversely affect the right or ability of Parent or any of the Avanex Corporations to own any of the material assets or materially limit the operation of the business of any of the Avanex Corporationsresult in a Burdensome Condition; (d) seeking to compel any of the Avanex CorporationsA&S Companies, Parent Ainge or any Subsidiary of Parent Ainge to dispose of or hold separate any material assets or material business as a result of the Merger or any of the other Contemplated TransactionsTransactions that would be a Burdensome Condition; or (e) relating to the Merger or the other Contemplated Transactions and seeking to impose (or that would reasonably be expected to result in the imposition of) any criminal sanctions or criminal liability on Parent Ainge or any of the Avanex CorporationsA&S Companies.