No Other Litigation. There shall not be pending any Legal Proceeding 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 Company 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 the Company, any damages or other relief 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 Company; or (d) which would affect adversely the right of Parent or the Company to own the assets or operate the business of the Company.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Snap Appliances Inc), Agreement and Plan of Merger and Reorganization (Quantum Corp /De/), Agreement and Plan of Merger and Reorganization (Meridian Data Inc)
No Other Litigation. There shall not be pending any Legal Proceeding in which, in the reasonable judgment of Parent, which there is a reasonable possibility likelihood of an outcome that could would have a Material Adverse Effect on the Company 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 its Subsidiaries, or any of the CompanyAcquired Corporations, any damages or other relief that may would be material to Parent; or (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 Company; or (d) which would affect adversely the right of Parent or the Company to own the assets or operate the business any of the CompanyAcquired Corporations.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Molecular Devices Corp), Agreement and Plan of Merger and Reorganization (LJL Biosystems Inc), Agreement and Plan of Merger and Reorganization (Molecular Devices Corp)
No Other Litigation. There shall not be pending any Legal Proceeding in which, in the reasonable judgment of Parent, there is a reasonable possibility of an outcome that could initiated by any Governmental Body (a) which would reasonably be expected to have a Material Adverse Effect on the Company or a Material Adverse Effect on Parent: Company; (ab) challenging or seeking to restrain or prohibit the consummation of the Merger Merger, the Creditor Plan 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, or the Company, Company any damages or other relief that may be material to ParentParent or material to the ability of Parent to effect the Creditor Plan; (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 Company; or (de) which which, if unfavorably adjudicated, would materially and adversely affect adversely the right of Parent or the Company Surviving Corporation to own the assets or operate the business of the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Favrille Inc), Agreement and Plan of Merger and Reorganization (RHL Group, Inc.)
No Other Litigation. There shall not be pending any Legal Proceeding in which, in the reasonable judgment of Parent, there is a reasonable possibility of an outcome that could initiated by any Governmental Body (a) which would reasonably be expected to have a Material Adverse Effect on the Company or a Material Adverse Effect 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 SubsidiariesParent Subsidiary, or the CompanyCompany or any Company Subsidiary, 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 CompanyCompany or any Company Subsidiary; or (de) which which, if unfavorably adjudicated, would materially and adversely affect adversely the right of Parent or the Company Surviving Corporation to own the assets or operate the business of the CompanyCompany or any of its Subsidiaries.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Diversa Corp)
