Common use of No Other Litigation Clause in Contracts

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 and the Parent Subsidiaries taken as a whole or the Company: (a) challenging or seeking to restrain or prohibit the consummation of the Merger or any of the transactions contemplated thereby; (b) relating to the Merger and seeking to obtain from Parent or the Company or any of their respective subsidiaries any damages that may be material to Parent and the Parent Subsidiaries taken as a whole or the 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 2 contracts

Samples: Escrow Agreement (Andataco), Employment Agreement (Ipl Systems Inc)

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No Other Litigation. There shall not be pending any Legal Proceeding in which there is a reasonable possibility likelihood of an outcome that would have a Material Adverse Effect on Parent and the Parent Subsidiaries taken as Acquired Corporations or a whole or the CompanyMaterial Adverse Effect on Parent: (a) challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated therebyby this Agreement; (b) relating to the Merger and seeking to obtain from Parent or the Company any of its Subsidiaries, or any of their respective subsidiaries the Acquired Corporations, any damages or other relief that may would be material to Parent and the Parent Subsidiaries taken as a whole or the CompanyParent; (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 Surviving CorporationAcquired Corporations; or (d) which would affect adversely the right of Parent, the Surviving Corporation Parent or any subsidiary of Parent the Acquired Corporations to own the assets or operate the business of the CompanyAcquired Corporations.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Applied Materials Inc /De)

No Other Litigation. There shall not be pending any Legal Proceeding in which which, in the reasonable judgment of Parent, there is a reasonable possibility of an outcome that would could have a Material 57 Adverse Effect on Parent and the Parent Subsidiaries taken as Company or a whole or the Companymaterial adverse effect on Parent: (a) challenging or seeking to restrain or prohibit the consummation of the Merger Arrangement or any of the other transactions contemplated therebyby this Agreement; (b) relating to the Merger Arrangement and seeking to obtain from Parent or the Company any of its Subsidiaries, or any of their respective subsidiaries the Acquired Corporations, any damages or other relief that may be material to Parent and the Parent Subsidiaries taken as a whole or the CompanyParent; (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 Surviving CorporationAcquired Corporations; or (d) which would affect adversely the right of Parent, the Surviving Corporation Parent or any subsidiary of Parent the Acquired Corporations to own the assets or operate the business of the CompanyAcquired Corporations.

Appears in 1 contract

Samples: Acquisition Agreement (Photon Dynamics Inc)

No Other Litigation. There shall not be pending any Legal Proceeding in which which, in the reasonable judgment of Parent, there is a reasonable possibility of an outcome that would could have a Material Adverse Effect on Parent and either the Parent Subsidiaries taken as a whole Acquired Corporations or the CompanyParent: (a) challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated therebyby this Agreement; (b) relating to the Merger and seeking to obtain from Parent or the Company any of its Subsidiaries, or any of their respective subsidiaries the Acquired Corporations, any damages Damages or other relief that may be material to Parent and the Parent Subsidiaries taken as a whole or the CompanyParent; (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 Surviving CorporationAcquired Corporations; or (d) which would affect adversely the right of Parentthe Company, the Surviving Corporation Parent or any subsidiary Subsidiary of Parent to own the assets or operate the business of the CompanyAcquired Corporations.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Applied Micro Circuits Corp)

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No Other Litigation. There shall not be pending any Legal Proceeding in which which, in the reasonable judgment of Parent, there is a reasonable possibility probability of an outcome that would could have a Material Adverse Effect on Parent and the Parent Subsidiaries taken as Company or a whole or the CompanyMaterial Adverse Effect on Parent: (a) challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated therebyby this Agreement; (b) relating to the Merger and seeking to obtain from Parent or the Company or any of their respective subsidiaries its Subsidiaries, or of the Company, any damages or other relief that may be material to Parent and the Parent Subsidiaries taken as a whole or the Company; (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 Surviving CorporationCompany; or (d) which would affect adversely the right of Parent, Parent or the Surviving Corporation or any subsidiary of Parent Company to own the assets or operate the business of the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (MIGENIX Inc.)

No Other Litigation. There shall not be pending any Legal Proceeding in which which, in the reasonable judgment of Parent, there is a reasonable possibility of an outcome that would could have a Company Material Adverse Effect on or a Parent and the Parent Subsidiaries taken as a whole or the CompanyMaterial Adverse Effect: (a) challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated therebyby this Agreement; (b) relating to the Merger and seeking to obtain from Parent or the Company any of its Subsidiaries, or any of their respective subsidiaries the Acquired Corporations, any damages or other relief that may be material to Parent and the Parent Subsidiaries taken as a whole or the CompanyParent; (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 Surviving CorporationAcquired Corporations; or (d) which would affect adversely the right of Parent, the Surviving Corporation Parent or any subsidiary of Parent the Acquired Corporations to own the assets or operate the business of the CompanyAcquired Corporations.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Transition Analysis Component Technology Inc)

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