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 the Constituent Companies any damages that may be material to 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; (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 Constituent Corporations; or (e) seeking to compel Parent or the Company, or any Subsidiary of Parent or the Company, to dispose of or hold separate any material assets, as a result of the Merger or any of the other transactions contemplated by this Agreement.

Appears in 3 contracts

Samples: Merger Agreement (Cuseeme Networks Inc), Merger Agreement (First Virtual Communications Inc), Merger Agreement (Cuseeme Networks Inc)

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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 the Constituent Companies Acquired Corporations any damages or other relief that may be material to Parent or the CompanyAcquired Corporations; (c) seeking to prohibit or limit in any material respect Parent's ’s ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the Surviving Corporation; (d) which would that could materially and adversely affect the right of Parent, the Surviving Corporation Parent or any Subsidiary of Parent the Acquired Corporations to own the assets or operate the business of the Constituent Acquired Corporations; or (e) seeking to compel any of the Acquired Corporations, Parent or the Company, or any Subsidiary of Parent or the CompanyParent, to dispose of or hold separate any material assets, as a result of the Merger or any of the other transactions contemplated by this Agreement.

Appears in 3 contracts

Samples: Merger Agreement (Website Pros Inc), Merger Agreement (WEB.COM, Inc.), Merger Agreement (Website Pros Inc)

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 the Constituent Companies Parent or any of its Subsidiaries any damages that may be material to the CompanyParent; (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; (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 Constituent Corporations; or (e) seeking to compel Parent or the Company, or any Subsidiary of Parent or the Company, to dispose of or hold separate any material assets, as a result of the Merger or any of the other transactions contemplated by this Agreement.

Appears in 3 contracts

Samples: Merger Agreement (First Virtual Communications Inc), Merger Agreement (Cuseeme Networks Inc), Merger Agreement (Cuseeme Networks Inc)

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 the Constituent Companies Brainworks or any of its Subsidiaries any damages or other relief that may be material to the CompanyBrainworks; (c) seeking to prohibit or limit in any material respect Parent's Brainworks' ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the Surviving Corporation; (d) which would materially and adversely affect the right of ParentBrainworks, the Surviving Corporation or any Subsidiary of Parent Brainworks or the Surviving Corporation to own the assets or operate the business of the Constituent CorporationsAAHoldings Entities; or (e) seeking to compel Parent Brainworks, the Company or the CompanyLLC, or any Subsidiary of Parent Brainworks, the Company or the CompanyLLC, to dispose of or hold separate any material assets, as a result of the Merger or any of the other transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Brainworks Ventures Inc), Agreement and Plan of Merger and Reorganization (Brainworks Ventures Inc)

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 the Constituent Companies Parent or any of its Subsidiaries any damages or other relief that may be material to the CompanyParent; (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; (d) which that 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 Constituent Acquired Corporations; or (e) seeking to compel Parent or the Company, or any Subsidiary of Parent or the Company, to dispose of or hold separate any material assets, assets as a result of the Merger or any of the other transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Etec Systems Inc), Agreement and Plan of Reorganization (Applied Materials Inc /De)

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 the Constituent Companies Acquired Corporations any damages or other relief that may be material to Parent or the CompanyAcquired Corporations; (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; (d) which would that could materially and adversely affect the right of Parent, the Surviving Corporation Parent or any Subsidiary of Parent the Acquired Corporations to own the assets or operate the business of the Constituent Acquired Corporations; or (e) seeking to compel any of the Acquired Corporations, Parent or the Company, or any Subsidiary of Parent or the Company, to dispose of or hold separate any material assets, assets as a result of the Merger or any of the other transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Prime Response Inc/De), Merger Agreement (Global Sports Inc)

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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 the Constituent Companies Parent or any of its Subsidiaries any damages that may would reasonably be expected to be material to the CompanyParent; (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; (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 Constituent Acquired Corporations; or (e) seeking to compel Parent or the Company, or any Subsidiary of Parent or the Company, to dispose of or hold separate any material assets, as a result of the Merger or any of the other transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Wind River Systems Inc)

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 the Constituent Companies Company's any damages or other relief that may be material to Parent or the Company's; (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; (d) which would that could materially and adversely affect the right of Parent, the Surviving Corporation Parent or any Subsidiary of Parent the Company's to own the assets or operate the business of the Constituent CorporationsCompany's; or (e) seeking to compel Parent or any of the Company's, Parent or any Subsidiary of Parent or the CompanyParent, to dispose of or hold separate any material assets, as a result of the Merger or any of the other transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Applied Nanoscience Inc.)

No Governmental Litigation. There shall not be pending or threatened any Legal Proceeding in which a Governmental Body is is, or is threatened to become become, a party or is otherwise involvedinvolved that is: (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 the Constituent Companies Parent or any of its Subsidiaries any damages that may would reasonably be expected to be material to the CompanyParent; (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; (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 Constituent CorporationsCompany; or (e) seeking to compel Parent or the Company, or any Subsidiary of Parent or the Company, to dispose of or hold separate any material assets, as a result of the Merger or any of the other transactions contemplated by this Agreement. 5.

Appears in 1 contract

Samples: Merger Agreement (Rf Micro Devices Inc)

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