Common use of No Other Litigation Clause in Contracts

No Other Litigation. There shall not be pending any Legal Proceeding first arising after the date of this Agreement in which, in the reasonable judgment of Parent, there is a reasonable possibility of an outcome that could have a Material Adverse Effect on the Acquired Corporations or a Material Adverse Effect 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 the Acquired Corporations, any damages or other relief that may be material to Parent or the Acquired 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 any of the Acquired Corporations; (d) that would materially and adversely affect the right 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, as a result of the Merger or any of the other transactions contemplated by this Agreement.

Appears in 3 contracts

Samples: Agreement and Plan of Merger and Reorganization (Website Pros Inc), Agreement and Plan of Merger and Reorganization (WEB.COM, Inc.), Agreement and Plan of Merger and Reorganization (Website Pros Inc)

AutoNDA by SimpleDocs

No Other Litigation. There shall not be pending any Legal Proceeding first arising after the date of this Agreement in which, in the reasonable judgment of Parent, there is a reasonable possibility of an outcome that could have a Material Adverse Effect on the Acquired Corporations Company or any of its Subsidiaries or a Material Adverse Effect material adverse effect 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, or any of the Acquired CorporationsCompany or any of its Subsidiaries, any damages or other relief that may be material to Parent or the Acquired CorporationsParent; (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 Company or any of the Acquired Corporationsits Subsidiaries; or (d) that which would materially and affect adversely affect the right 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 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, as a result of the Merger Company or any of the other transactions contemplated by this Agreementits Subsidiaries.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Vitesse Semiconductor Corp), Escrow Agreement (Egain Communications Corp)

No Other Litigation. There shall not be pending any Legal Proceeding first arising after the date of this Agreement in which, in the reasonable good faith judgment of Parent, there is a reasonable possibility of an outcome that could have a Material Adverse Effect on the Acquired Corporations or a Material Adverse Effect 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 the Acquired Corporations, any damages or other relief that may could reasonably be material expected to Parent or have a Material Adverse Effect on the Acquired CorporationsCorporations or a Material Adverse Effect on Parent; (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 any of the Acquired Corporations; (d) that would materially and adversely affect the right of Parent Parent, or any of the Acquired Corporations 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, Parent 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.. 44 50

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Ashford Com Inc)

No Other Litigation. There shall not be pending any Legal Proceeding first arising after the date of this Agreement in which, in the reasonable judgment of Parent, there is a reasonable possibility of an outcome that could have a Material Adverse Effect on the Acquired Corporations Company or any of its Subsidiaries or a Material Adverse Effect 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, or any of the Acquired CorporationsCompany or any of its Subsidiaries, any damages or other relief that may be material to Parent or the Acquired CorporationsParent; (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 Company or any of the Acquired Corporationsits Subsidiaries; or (d) that which would materially and affect adversely affect the right 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 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, as a result of the Merger Company or any of the other transactions contemplated by this Agreementits Subsidiaries.

Appears in 1 contract

Samples: Escrow Agreement (Qualcomm Inc/De)

No Other Litigation. There shall not be pending any Legal Proceeding first arising after the date of this Agreement in which, in the reasonable judgment of Parent, there is a reasonable possibility of an outcome that could have a Material Adverse Effect on the Acquired Corporations or a Material Adverse Effect on ParentCorporations: (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 either Merger and seeking to obtain from Parent or any of the Acquired Corporations, Corporations any damages or other relief that may be material to Parent or any of the Acquired Corporations, taken as a whole; (cb) 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 any of the Acquired Corporations; or (dc) that would materially and adversely affect the right of Parent or Parent, any of the Acquired Corporations or the Surviving Corporation to own the assets or operate the business of any of the Acquired CorporationsCorporations in the manner currently operated; or (ed) seeking to compel the Parent or any of the Acquired Corporations, Parent or any Subsidiary of Parent, Corporations to dispose of or hold separate any material assets, assets as a result of the either Merger or any of the other transactions contemplated by this Agreement.. 7.13

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization

AutoNDA by SimpleDocs

No Other Litigation. There shall not be pending any Legal Proceeding first arising after the date of this Agreement in which, in the reasonable good faith judgment of Parent, there is a reasonable possibility of an outcome that could have a Material Adverse Effect on the Acquired Corporations or a Material Adverse Effect 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 the Acquired Corporations, any damages or other relief that may could reasonably be material expected to Parent or have a Material Adverse Effect on the Acquired CorporationsCorporations or a Material Adverse Effect on Parent; (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 any of the Acquired Corporations; (d) that would materially and adversely affect the right of Parent Parent, or any of the Acquired Corporations 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, Parent 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 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Global Sports Inc)

No Other Litigation. There shall not be pending any Legal Proceeding first arising after the date of this Agreement in which, in the reasonable judgment of Parent, there is a reasonable possibility of an outcome that could have a Material Adverse Effect on the Acquired Corporations or a Material Adverse Effect on ParentCorporations: (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 either Merger and seeking to obtain from Parent or any of the Acquired Corporations, Corporations any damages or other relief that may be material to Parent or any of the Acquired Corporations, taken as a whole; (cb) 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 any of the Acquired Corporations; or (dc) that would materially and adversely affect the right of Parent or Parent, any of the Acquired Corporations or the Surviving Corporation to own the assets or operate the business of any of the Acquired CorporationsCorporations in the manner currently operated; or (ed) seeking to compel the Parent or any of the Acquired Corporations, Parent or any Subsidiary of Parent, Corporations to dispose of or hold separate any material assets, assets as a result of the either Merger or any of the other transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Borland Software Corp)

Time is Money Join Law Insider Premium to draft better contracts faster.