No Other Litigation. There shall not be pending or threatened to commence any Legal Proceeding (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 Company or any of its subsidiaries any damages that may be material to the Company; (c) seeking to prohibit or limited in any material respect the Company'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 3 contracts
Samples: Merger Agreement (Award Software International Inc), Merger Agreement (Award Software International Inc), Merger Agreement (Award Software International Inc)
No Other Litigation. There shall not be pending or threatened to commence any Legal Proceeding (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 Company Parent or any of its subsidiaries any damages that may be material to the CompanyParent; (c) seeking to prohibit or limited in any material respect the CompanyParent'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 3 contracts
Samples: Merger Agreement (Award Software International Inc), Merger Agreement (Award Software International Inc), Merger Agreement (Award Software International Inc)
No Other Litigation. There shall not be pending or threatened to commence any Legal Proceeding (a) challenging or seeking to restrain or prohibit the consummation of the 501 Merger or any of the other transactions contemplated by this Agreement; (b) relating to the 501 Merger and seeking to obtain from the 501 Company or any of its subsidiaries any damages that may be material to the 501 Company; (c) seeking to prohibit or limited limit in any material respect the Company'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 the Parent, the Surviving Corporation or any subsidiary of the Parent to own the assets or operate the business of the 501 Company.
Appears in 2 contracts
Samples: Merger Agreement (Empire Global Corp.), Merger Agreement (Empire Global Corp.)
No Other Litigation. There shall not be pending or threatened to commence any Legal Proceeding (a) challenging or seeking to restrain or prohibit the consummation of the 501 Merger or any of the other transactions contemplated by this Agreement; (b) relating to the 501 Merger and seeking to obtain from the Company Parent or any of its subsidiaries any damages that may be material to the CompanyParent; (c) seeking to prohibit or limited limit in any material respect the Company'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 the Parent, the Surviving Corporation or any subsidiary of the Parent to own the assets or operate the business of the Parent, the Merger Sub, and the 501 Company.
Appears in 2 contracts
Samples: Merger Agreement (Empire Global Corp.), Merger Agreement (Empire Global Corp.)
No Other Litigation. There shall not be pending any Proceeding in which there is a reasonable possibility of an outcome that would have a Material Adverse Effect on Parent or threatened to commence any Legal Proceeding the Company: (a) challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated by this Agreementthereby; (b) relating to the Merger and seeking to obtain from Parent or the Company or any of its subsidiaries any damages that may be material to Parent or the Company; (c) seeking to prohibit or limited limit in any material respect the CompanyParent'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, Parent or 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 (Medical Device Alliance Inc)