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 likelihood of an outcome that would 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 its Subsidiaries, or any of the Acquired Corporations, any damages or other relief that would 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 any of the Acquired Corporations; (d) that would affect adversely the right of Parent or any of the Acquired Corporations to own the assets or operate the business of the Acquired Corporations; or (e) seeking to compel Parent or the Company, or any Subsidiary of Parent or the Company, 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 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Exelixis Inc), Agreement and Plan of Merger and Reorganization (Agritope Inc)

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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 likelihood possibility of an outcome that would could have a Company Material Adverse Effect on the Acquired Corporations 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 would 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 any of the Acquired Corporationsits Subsidiaries; or (d) that which would affect adversely the right of Parent or the Company, Parent or any Subsidiary of the Acquired Corporations Parent to own the assets or operate the business of the Acquired Corporations; or (e) seeking to compel Parent or the Company, or any Subsidiary of Parent or the Company, 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: Agreement and Plan of Merger and Reorganization (Aurora Biosciences Corp)

No Other Litigation. There shall not be pending any Legal Proceeding in which which, in the reasonable judgment of Parent, there is a reasonable likelihood possibility of an outcome that would could have a Material Adverse Effect material adverse effect on the Acquired Corporations Company 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 Damages or other relief that would 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 any of the Acquired Corporationsits Subsidiaries; or (d) that which would affect adversely the right of the Company, Parent or any Subsidiary of the Acquired Corporations Parent to own the assets or operate the business of the Acquired Corporations; or (e) seeking to compel Parent or the Company, or any Subsidiary of Parent or the Company, 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: Agreement and Plan of Merger and Reorganization (Titan Corp)

No Other Litigation. There shall not be pending any Legal Proceeding in which which, in the reasonable judgment of Parent, there is a reasonable likelihood possibility of an outcome that would could have a Company Material Adverse Effect on the Acquired Corporations or a Parent Material Adverse Effect on ParentEffect: (ai) challenging or seeking to restrain restrain, prohibit, rescind or prohibit unwind the consummation of the Merger or any of the other transactions contemplated by this the Agreement; (bii) relating to the Merger or any of the other transactions contemplated by the Agreement and seeking to obtain from Parent or any of its Subsidiaries, or any of the Acquired CorporationsCompany, any damages or other relief that would may be material to ParentParent or the Company; (ciii) seeking to prohibit or limit in any material respect Parent's ’s or Acquisition Sub’s ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of any of the Acquired CorporationsCompany or the Surviving Corporation; (div) that would could materially and adversely affect adversely the right of Parent or any of the Acquired Corporations Company, to own the assets Assets or operate the business of the Acquired CorporationsCompany; or (ev) seeking to compel Parent or any of the Company, Parent or any Subsidiary of Parent or the Company, 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 the Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Gsi Commerce Inc)

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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 likelihood possibility of an outcome that would could have a Material Adverse Effect material adverse effect on the Acquired Corporations Company 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 would 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 any of the Acquired Corporationsits Subsidiaries; or (d) that which would affect adversely the right of Parent or the Company, Parent or any Subsidiary of the Acquired Corporations Parent to own the assets or operate the business of the Acquired Corporations; or (e) seeking to compel Parent or the Company, or any Subsidiary of Parent or the Company, 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: Agreement and Plan of Merger (Titan Corp)

No Other Litigation. There Since the Agreement Date, there shall not be pending or threatened any Legal Proceeding in which there is a reasonable likelihood of an outcome that would (a) which, could have a Company Material Adverse Effect or a material adverse effect on the Acquired Corporations or a Material Adverse Effect on Parent: Parent (ab) challenging or seeking to restrain or prohibit the consummation of the Merger Control Share Purchase or any of the other transactions contemplated by this Agreement; (bc) relating to the Merger Control Share Purchase and seeking to obtain from the Parent or any of its Subsidiaries, or any of the Acquired CorporationsCompanies, any damages or other relief that would may be material to the Parent; (cd) seeking to prohibit or limit in any material respect the Parent's ’s ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the capital stock of any of the Acquired CorporationsCompanies; or (de) that which, if unfavorably adjudicated, would materially and adversely affect adversely the right of the Parent or any of the Acquired Corporations its respective Affiliates to own the assets or operate the business of the Acquired Corporations; or (e) seeking to compel Parent or the Company, or any Subsidiary of Parent or the Company, 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: Primary Stock Purchase Agreement (Optical Communication Products Inc)

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