Common use of No Other Litigation Clause in Contracts

No Other Litigation. There shall not be pending any Legal Proceeding in which there is a reasonable possibility of an outcome that would have a Material Adverse Effect on the Acquired Corporations or on Parent: (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 affect adversely the right of Parent, the Surviving Corporation or any subsidiary of Parent to own the assets or operate the business of the Company.

Appears in 7 contracts

Samples: Merger Agreement (Cadence Design Systems Inc), Merger Agreement (Cooper & Chyan Technology Inc), Merger Agreement (Sequana Therapeutics Inc)

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No Other Litigation. There shall not be pending any Legal Proceeding in which there is a reasonable possibility of an outcome that would have a Material Adverse Effect on the Acquired Corporations or on Parent: (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 affect adversely the right of Parent, the Surviving Corporation or any subsidiary of Parent to own the assets or operate the business of the Company.

Appears in 5 contracts

Samples: Merger Agreement (Integrated Systems Consulting Group Inc), Merger Agreement (Integrated Systems Consulting Group Inc), Merger Agreement (First Consulting Group Inc)

No Other Litigation. There shall not be pending any Legal Proceeding in by any Governmental Body (a) which there is a reasonable possibility of an outcome that would could reasonably be expected to have a Material Adverse Effect on the Acquired Corporations or on Parent: Company; (ab) challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated by this Agreement; (bc) relating to the Merger and seeking to obtain from Parent or any of its subsidiaries Parent Subsidiary, or the Company, any damages or other relief that may be material to Parent; (cd) 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 CorporationCompany; or (de) which which, if unfavorably adjudicated, would materially and adversely affect adversely the right of Parent, Parent or the Surviving Corporation or any subsidiary of Parent to own the assets or operate the business of the Company.

Appears in 2 contracts

Samples: Merger Agreement (Volcano CORP), Agreement and Plan of Merger (Cypress Bioscience Inc)

No Other Litigation. There shall not be pending any Legal Proceeding in which there is a reasonable possibility of an outcome that would have a Material Adverse Effect on the Acquired Corporations Company or on Parent: (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 adversely 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.

Appears in 2 contracts

Samples: Merger Agreement (Paradigm Technology Inc /De/), Merger Agreement (Abb Asea Brown Boveri LTD)

No Other Litigation. There shall not be pending any Legal Proceeding brought by a Person other than a Governmental Body that in which there is the reasonable judgment of Parent has a reasonable possibility substantial likelihood of an outcome that would have success, or brought by a Material Adverse Effect on the Acquired Corporations or on ParentGovernmental Body: (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 affect adversely the right of Parent, the Surviving Corporation or any subsidiary of Parent to own the assets or operate the business of the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Pharmacopeia Inc)

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No Other Litigation. There shall not be pending any Legal Proceeding in which there is a reasonable possibility of an outcome that would have a Material Adverse Effect on Holding, PacifiCare or the Acquired Corporations or on ParentCompany: (a) challenging or seeking to restrain or prohibit the consummation of the Merger or any either of the other transactions contemplated by this AgreementMergers; (b) relating to either of the Merger Mergers and seeking to obtain from Parent Holding or PacifiCare or any of its subsidiaries any damages that may be material to ParentHolding or PacifiCare; (c) seeking to prohibit or limit in any material respect ParentHolding's ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the Surviving CorporationCorporations; or (d) which would affect adversely the right of ParentHolding, the Surviving Corporation Corporations or any subsidiary of Parent their subsidiaries to own the assets or operate the business of PacifiCare, the CompanyCompany or any of their subsidiaries.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Talbert Medical Management Holdings Corp)

No Other Litigation. There shall not be pending any Legal Proceeding in which there is a reasonable possibility of an outcome that would have a Material Adverse Effect on the Acquired Corporations Parent or on Parentthe Company: (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 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 affect adversely the right of Parent, the Surviving Corporation or any subsidiary of Parent to own the assets or operate the business of the Company.

Appears in 1 contract

Samples: Merger Agreement (Megabios Corp)

No Other Litigation. There shall not be pending any Legal Proceeding in which there is a reasonable possibility of an outcome that would have a Material Adverse Effect on the Acquired Corporations Company or on Parent: (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 affect adversely the right of Parent, the Surviving Corporation or any subsidiary of Parent to own the assets or operate the business of the Company.

Appears in 1 contract

Samples: Merger Agreement (Megabios Corp)

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