Common use of No Legal Actions Clause in Contracts

No Legal Actions. Each Stockholder will not in its capacity as a stockholder of Parent bring, commence, institute, maintain, prosecute or voluntarily aid any Action which (i) challenges the validity or seeks to enjoin the operation of any provision of this Agreement or (ii) alleges that the execution and delivery of this Agreement by such Stockholder, either alone or together with the other voting agreements and proxies to be delivered in connection with the execution of the Merger Agreement constitutes a breach of any fiduciary duty of the Parent Board or any member thereof.

Appears in 3 contracts

Samples: Merger Agreement (Graphite Bio, Inc.), Support Agreement (LENZ Therapeutics, Inc.), Support Agreement (Graphite Bio, Inc.)

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No Legal Actions. Each Stockholder will not in its capacity as a stockholder of Parent the Company bring, commence, institute, maintain, prosecute or voluntarily aid any Action which (i) challenges the validity or seeks to enjoin the operation of any provision of this Agreement or (ii) alleges that the execution and delivery of this Agreement by such Stockholder, either alone or together with the other voting agreements and proxies to be delivered in connection with the execution of the Merger Agreement constitutes a breach of any fiduciary duty of the Parent Company Board or any member thereof.

Appears in 3 contracts

Samples: Merger Agreement (Graphite Bio, Inc.), Support Agreement (LENZ Therapeutics, Inc.), Support Agreement (Graphite Bio, Inc.)

No Legal Actions. Each The Stockholder will not in its capacity as a stockholder of Parent the Company bring, commence, institute, maintain, prosecute or voluntarily aid any Action which (i) challenges the validity or seeks to enjoin the operation of any provision of this Agreement or (ii) alleges that the execution and delivery of this Agreement by such the Stockholder, either alone or together with the other voting support agreements and proxies to be delivered in connection with the execution of the Merger Agreement, or the approval of the Merger Agreement by the Company Board, constitutes a breach of any fiduciary duty of the Parent Company Board or any member thereof.

Appears in 2 contracts

Samples: Merger Agreement (Reneo Pharmaceuticals, Inc.), Company Support Agreement (Reneo Pharmaceuticals, Inc.)

No Legal Actions. Each The Stockholder will not in its capacity as a stockholder of Parent bring, commence, institute, maintain, prosecute or voluntarily aid any Action which (i) challenges the validity or seeks to enjoin the operation of any provision of this Agreement or (ii) alleges that the execution and delivery of this Agreement by such the Stockholder, either alone or together with the other voting support agreements and proxies to be delivered in connection with the execution of the Merger Agreement, or the approval of the Merger Agreement by the Parent Board, constitutes a breach of any fiduciary duty of the Parent Board or any member thereof.

Appears in 2 contracts

Samples: Merger Agreement (Reneo Pharmaceuticals, Inc.), Parent Support Agreement (Reneo Pharmaceuticals, Inc.)

No Legal Actions. Each Stockholder will not in its capacity as a stockholder of Parent the Company bring, commence, institute, maintain, prosecute or voluntarily aid any Action action which (i) challenges the validity or seeks to enjoin the operation of any provision of this Agreement or (ii) alleges that the execution and delivery of this Agreement by such Stockholder, either alone or together with the other voting agreements and proxies to be delivered in connection with the execution of the Merger Agreement Transaction Agreements constitutes a breach of any fiduciary duty of the Parent Company Board or any member thereof.

Appears in 1 contract

Samples: Voting and Support Agreement (Great Ajax Corp.)

No Legal Actions. Each The Stockholder will not in its capacity as a stockholder of Parent the Company bring, commence, institute, maintain, prosecute or voluntarily aid any Action which legal proceeding that (i) challenges the validity or seeks to enjoin the operation of any provision of this Agreement or (ii) alleges that the execution and delivery of this Agreement by such the Stockholder, either alone or together with the other voting agreements and proxies to be delivered in connection with the execution of the Merger Purchase Agreement constitutes a breach of any fiduciary duty of the Parent Board Company board or directors or any member thereof.

Appears in 1 contract

Samples: Support Agreement (Outlook Therapeutics, Inc.)

No Legal Actions. Each Stockholder will not in its capacity as a stockholder of Parent Frequency bring, commence, institute, maintain, prosecute or voluntarily aid any Action Legal Proceeding which (i) challenges the validity or seeks to enjoin the operation of any provision of this Agreement or (ii) alleges that the execution and delivery of this Agreement by such Stockholder, either alone or together with the other voting agreements and proxies to be delivered in connection with the execution of the Merger Agreement constitutes a breach of any fiduciary duty of the Parent Frequency Board or any member thereof.

Appears in 1 contract

Samples: Support Agreement (Frequency Therapeutics, Inc.)

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No Legal Actions. Each Stockholder will not in its capacity as a stockholder of Parent the Company bring, commence, institute, maintain, prosecute or voluntarily aid any Action Legal Proceeding which (i) challenges the validity or seeks to enjoin the operation of any provision of this Agreement or (ii) alleges that the execution and delivery of this Agreement by such Stockholder, either alone or together with the other voting agreements and proxies to be delivered in connection with the execution of the Merger Agreement Agreement, constitutes a breach of any fiduciary duty of the Parent Company Board or any member thereof.

Appears in 1 contract

Samples: Support Agreement (Frequency Therapeutics, Inc.)

No Legal Actions. Each Stockholder will not in its capacity as a stockholder of Parent Celularity bring, commence, institute, maintain, prosecute or voluntarily aid any Action which legal proceeding that (i) challenges the validity or seeks to enjoin the operation of any provision of this Agreement or (ii) alleges that the execution and delivery of this Agreement by such Stockholder, either alone or together with the other voting agreements and proxies to be delivered in connection with the execution of the Merger Agreement A&R RWI Loan constitutes a breach of any fiduciary duty of the Parent Board Celularity board or directors or any member thereof.

Appears in 1 contract

Samples: Support Agreement (Celularity Inc)

No Legal Actions. Each Stockholder will not in its capacity as a stockholder of Parent Buyer bring, commence, institute, maintain, prosecute or voluntarily aid any Action which (i) challenges the validity or seeks to enjoin the operation of any provision of this Agreement or (ii) alleges that the execution and delivery of this Agreement by such Stockholder, either alone or together with the other voting agreements and proxies to be delivered in connection with the execution of the Merger Asset Purchase Agreement constitutes a breach of any fiduciary duty of the Parent Buyer Board or any member thereof.

Appears in 1 contract

Samples: Support Agreement (Galecto, Inc.)

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