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, prohibit, rescind or unwind the consummation of the Merger or any of the other Contemplated Transactions; (b) relating to the Merger or any of the other Contemplated Transactions and seeking to obtain from Parent or any of its Subsidiaries or any of the Acquired Corporations any damages or other relief that could reasonably be expected to be material to Parent or constitute (or be reasonably expected to result in) a Company Material Adverse Effect; (c) seeking to prohibit or limit in any material respect the ability of Parent to vote, transfer, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the Surviving Corporation; (d) that could materially and adversely affect the right or ability of Parent or any of the Acquired Corporations to own the assets or operate the business of any of the Acquired Corporations; (e) seeking to compel any of the 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 or any of the other Contemplated Transactions; or (f) seeking to impose (or that, if adversely determined, could reasonably be expected to result in the imposition of) any criminal sanctions or liability on any of the Acquired Corporations.

No Governmental Litigation. There shall not be pending or threatened any Legal Proceeding in which a Governmental Body (other than a court or similar tribunal) is or is threatened to become a party or is otherwise involved, and neither Parent nor the Company shall have received any communication from any Governmental Body (other than a court or similar tribunal)in which such Governmental Body indicates the possibility of commencing any Legal Proceeding or taking any other action: (a) challenging or seeking to restrain, prohibit, rescind restrain or unwind prohibit the consummation of the Merger or any of the other Contemplated Transactionstransactions contemplated by this Agreement; (b) relating to the Merger or any of the other Contemplated Transactions and seeking to obtain from Parent or any of its Subsidiaries or any of the Acquired Corporations subsidiaries, any damages or other relief that could reasonably be expected to may be material to Parent or constitute (or be reasonably expected to result in) a Company Material Adverse EffectParent; (c) seeking to prohibit or limit in any material respect the Parent's ability of Parent to vote, transfer, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the Surviving Corporation; (d) that could which would materially and adversely affect the right of Parent, the Surviving Corporation or ability any Subsidiary of Parent or any of the Acquired Corporations to own the assets or operate the business of any of the Acquired CorporationsCompanies; or (e) seeking to compel any of the Acquired Corporations, Parent or the Company, or any Subsidiary subsidiary of Parent or the Company, to dispose of or hold separate any material assets or business assets, as a result of the Merger or any of the other Contemplated Transactions; or (f) seeking to impose (or that, if adversely determined, could reasonably be expected to result in the imposition of) any criminal sanctions or liability on any of the Acquired Corporationstransactions contemplated by this Agreement.

No Governmental Litigation. There shall not be pending or threatened any Legal Proceeding in which a Governmental Body is a party, and neither Parent nor any Acquired Corporation shall have received any written communication from any Governmental Body in which such Governmental Body indicates a material likelihood of commencing any Legal Proceeding or is threatened to become a party or is otherwise involvedtaking any other action: (a) challenging or seeking to restrain, prohibit, rescind restrain or unwind prohibit the consummation of the Merger or any of the other Contemplated Transactionstransactions contemplated by this Agreement; (b) relating to the Merger or any of the other Contemplated Transactions transactions contemplated by this Agreement and seeking to obtain from Parent or any of its Subsidiaries or any of the Acquired Corporations any damages or other relief that could reasonably be expected to may be material to Parent or constitute (or be reasonably expected to result in) a Company Material Adverse Effectthe Acquired Corporations; (c) seeking to prohibit or limit in any material respect the Parent’s ability of Parent to vote, transfer, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the Surviving Corporation; (d) that could materially and adversely affect the right or ability of Parent or any of the Acquired Corporations to own the assets or operate the business of any of the Acquired Corporations; (e) seeking to compel any of the 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 or any of the other Contemplated Transactionstransactions contemplated by this Agreement; or (f) seeking to impose (or that, if adversely determined, that could reasonably be expected to result in the imposition of) any criminal sanctions or liability on any of the Acquired Corporations.

No Governmental Litigation. There shall not be pending or overtly threatened in writing any Legal Proceeding brought or initiated (or overtly threatened in which writing to be brought or initiated) by a Governmental Body is or is threatened to become a party or is otherwise involvedBody: (a) challenging or seeking to restrain, prohibit, rescind restrain or unwind prohibit the consummation of the Merger or any of the other Contemplated Transactions; (b) relating to the Merger or any of the other Contemplated Transactions and seeking to obtain from Parent or any of its Subsidiaries or any of the Acquired Corporations any damages or other relief that could reasonably be expected to may be material to Parent or constitute (or be reasonably expected to result in) a Company Material Adverse Effectthe Acquired Corporations; (c) seeking to prohibit or limit in any material respect the Parent’s ability of Parent to vote, transfer, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the Surviving Corporation; (d) that could would materially and adversely affect the right or ability of Parent or any of the Acquired Corporations to own the assets or operate the business of any of the Acquired Corporations; (e) seeking to compel any of the 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 or any of the other Contemplated Transactions; or (f) seeking to impose (or that, if adversely determined, could reasonably be expected to that would result in the imposition of) any criminal sanctions or criminal liability on Parent or any of the Acquired Corporations.

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, and neither Parent nor the Company shall have received any communication from any Governmental Body in which such Governmental Body indicates that the commencement of any Legal Proceeding or taking of any other action is reasonably likely: (a) challenging or seeking to restrain, prohibit, rescind restrain or unwind prohibit the consummation of the Merger or any of the other Contemplated Transactionstransactions contemplated by this Agreement; (b) relating to the Merger or any of the other Contemplated Transactions and seeking to obtain from Parent or any of its Subsidiaries or any of the Acquired Corporations Corporations, any damages or other relief that could reasonably be expected to be material to have a Material Adverse Effect on Parent or constitute (or be reasonably expected to result in) a Company Material Adverse EffectEffect on the Acquired Corporations; (c) seeking to prohibit or limit in any material respect the Parent's ability of Parent to vote, transfer, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the Surviving Corporation; (d) that could materially and adversely affect the right or ability of Parent or any of the Acquired Corporations to own the assets or operate the business of any of the Acquired Corporations; or (e) seeking to compel any of the 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 or any of the other Contemplated Transactions; or (f) seeking to impose (or that, if adversely determined, could reasonably be expected to result in the imposition of) any criminal sanctions or liability on any of the Acquired Corporationstransactions contemplated by this Agreement.

No Governmental Litigation. There shall not be pending or overtly threatened any Legal Proceeding in which a Governmental Body is or is threatened to become a party or is otherwise involvedparty: (a) challenging or seeking to restrain, prohibit, rescind or unwind the consummation of the Merger or any of the other Contemplated Transactions; (b) relating to the Merger or any of the other Contemplated Transactions and seeking to obtain from Parent or any of its Subsidiaries or any of the Acquired Corporations any damages or other relief that could reasonably be expected to be material to Parent or constitute (or be reasonably expected to result in) a Company Material Adverse Effect; (c) seeking to prohibit or limit in any material respect the Parent’s ability of Parent to vote, transfer, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the Surviving Corporation; (dc) that could would reasonably be expected to materially and adversely affect the right or ability of Parent or any of the Acquired Symyx Corporations to own any of the material assets or operate materially limit the operation of the business of any of the Acquired Symyx Corporations; (ed) seeking to compel any of the Acquired 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 (fe) relating to the Merger or the other Contemplated Transactions and seeking to impose (or that, if adversely determined, could that would reasonably be expected to result in the imposition of) any criminal sanctions or criminal liability on Parent or any of the Acquired Symyx Corporations.

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 party, and neither Parent nor the Company shall have received any communication from any Governmental Body, in which such Governmental Body indicates the possibility of commencing any Legal Proceeding or is otherwise involvedtaking any other action: (a) challenging or seeking to restrain, prohibit, rescind restrain or unwind prohibit the consummation of the Merger or any of the other Contemplated Transactionstransactions contemplated by this Agreement; (b) relating to the Merger or any of the other Contemplated Transactions and seeking to obtain from Parent or any of its Subsidiaries or any of the Acquired Corporations Company any damages or other relief that could reasonably be expected to may be material to Parent or constitute (or be reasonably expected to result in) a Company Material Adverse EffectParent; (c) seeking to prohibit or limit in any material respect the Parent's ability of Parent to vote, transfer, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the Surviving CorporationCompany; (d) that could which would materially and adversely affect the right or ability of Parent or the Company or any of the Acquired Corporations its Subsidiaries to own the assets or operate the business of any of the Acquired CorporationsCompany; (e) seeking to compel any which would materially limit Company Equityholders' ownership and enjoyment of the Acquired CorporationsSeries G Stock and Series G Warrants, 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 Transactionsapplicable; or (f) challenging or seeking to impose (constrain or that, if adversely determined, could reasonably prohibit the use of any federal or state securities law exemptions anticipated to be expected to result utilized in connection with the imposition of) any criminal sanctions or liability on any of the Acquired CorporationsMerger.

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 involvedinvolved or either Parent or the Company shall have received a communication from any Governmental Body in which such Governmental Body indicates the intention of commencing any Proceeding or taking any other action: (ai) challenging or seeking to restrain, prohibit, rescind or unwind the consummation of the Merger or any of the other Contemplated Transactionstransactions contemplated by the Agreement; (bii) relating to the Merger or any of the other Contemplated Transactions transactions contemplated by the Agreement and seeking to obtain from Parent or any of its Subsidiaries or any of the Acquired Corporations Company, any damages or other relief that could reasonably be expected to may be material to Parent or constitute (or be reasonably expected to result in) a Company Material Adverse Effectthe Company; (ciii) seeking to prohibit or limit in any material respect the Parent’s or Acquisition Sub’s ability of Parent to vote, transfer, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the Surviving Corporation; (div) that could materially and adversely affect the right or ability of Parent or any of the Acquired Corporations Company to own the assets Assets or operate the business of any of the Acquired CorporationsCompany; (ev) seeking to compel any of the Acquired CorporationsCompany, Parent or any Subsidiary of Parent to dispose of or hold separate any material assets or business Assets as a result of the Merger or any of the other Contemplated Transactionstransactions contemplated by the Agreement; or (fvi) seeking to impose (or that, if adversely determined, that could reasonably be expected to result in the imposition of) any criminal sanctions or liability on any of the Acquired CorporationsCompany.

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 involveda participant: (a) challenging or seeking to restrain, prohibit, rescind or unwind the consummation of the Merger or any of the other Contemplated Transactionstransactions contemplated by this Agreement; (b) relating to the Merger or any of the other Contemplated Transactions transactions contemplated by this Agreement and seeking to obtain from Parent or any of its Subsidiaries or any of the Acquired Corporations any damages or other relief that could reasonably be expected to be material to Parent or constitute (or be reasonably expected to result in) a Company Material Adverse Effectthe Acquired Corporations; (c) seeking to prohibit or limit in any material respect the ability of Parent or any affiliate of Parent to vote, transfer, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock share capital of the Surviving Corporation; (d) that could materially and adversely affect the right or ability of Parent, any affiliate of Parent or any of the Acquired Corporations to own any of the material assets or operate the business of any of the Acquired Corporations; (e) seeking to compel any of the 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 or any of the other Contemplated Transactionstransactions contemplated by this Agreement; or (f) seeking to impose (or that, if adversely determined, could reasonably be expected to result in the imposition of) any criminal sanctions or liability on any of the Acquired Corporations.imposition

No Governmental Litigation. There shall not be pending or overtly threatened any Legal Proceeding in which a Governmental Body is or is overtly threatened to become a party or is otherwise involved, and neither Parent nor the Company shall have received any communication from any Governmental Body in which such Governmental Body indicates the probability of commencing any Legal Proceeding or taking any other action: (a) challenging or seeking to restrain, prohibit, rescind restrain or unwind prohibit the consummation of the Merger or any of the other Contemplated TransactionsMerger; (b) relating to the Merger or any of the other Contemplated Transactions and seeking to obtain from Parent or any of its Subsidiaries Subsidiaries, or any of the Acquired Corporations Corporations, any damages or other relief that could reasonably be expected to would be material to Parent or constitute (or be reasonably expected to result in) a Company Material Adverse EffectParent; (c) seeking to prohibit or limit in any material respect the Parent's ability of Parent to vote, transfer, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of any of the Surviving CorporationAcquired Corporations; (d) that could which would materially and adversely affect the right or ability of Parent or any of the Acquired Corporations to own the assets or operate the business of any of the Acquired Corporations; or (e) seeking to compel any of Parent or the Acquired CorporationsCompany, Parent or any Subsidiary of Parent or the Company, 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 (f) seeking to impose (or that, if adversely determined, could reasonably be expected to result in the imposition of) any criminal sanctions or liability on any of the Acquired Corporationstransactions contemplated by this Agreement.

No Governmental Litigation. There shall not be pending or overtly threatened any Legal Proceeding in which a Governmental Body is or is overtly threatened to become a party or is otherwise involved, and neither Parent nor the Company shall have received any communication from any Governmental Body in which such Governmental Body indicates the probability of commencing any Legal Proceeding or taking any other action: (a) challenging or seeking to restrain, prohibit, rescind restrain or unwind prohibit the consummation of the Merger or any of the other Contemplated TransactionsMerger; (b) relating to the Merger or any of the other Contemplated Transactions and seeking to obtain from Parent or any of its Subsidiaries Subsidiaries, or any of the Acquired Corporations Corporations, any damages or other relief that could reasonably be expected to would be material to Parent or constitute (or be reasonably expected to result in) a Company Material Adverse EffectParent; (c) seeking to prohibit or limit in any material respect the Parent's ability of Parent to vote, transfer, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of any of the Surviving CorporationAcquired Corporations; (d) that could which would 46. materially and adversely affect the right or ability of Parent or any of the Acquired Corporations to own the assets or operate the business of any of the Acquired Corporations; or (e) seeking to compel any of Parent or the Acquired CorporationsCompany, Parent or any Subsidiary of Parent or the Company, 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 (f) seeking to impose (or that, if adversely determined, could reasonably be expected to result in the imposition of) any criminal sanctions or liability on any of the Acquired Corporationstransactions contemplated by this Agreement.