No Injunction or Restraint. (A) No temporary restraining order, preliminary or permanent injunction or other order or decree issued by any court of competent jurisdiction or other legal restraint or prohibition (collectively, "Legal Restraints") preventing the consummation of the transactions contemplated hereby and by the other Transaction Agreements shall be in effect; and (B) There shall not be pending or threatened by any Governmental Entity any Legal Proceeding (or by any other Person any Legal Proceeding which has a reasonable likelihood of success), (a) challenging or seeking to restrain or prohibit the transactions contemplated by this Agreement or the other Transaction Agreements or seeking to obtain in connection with such transactions any damages that are material in relation to the CD Business, (b) seeking to prohibit or limit the ownership or operation by the Company of any material portion of their respective businesses or assets, or to compel the Company to dispose of, hold separate or license any material portion of their respective businesses or assets, as a result of the transactions contemplated by this Agreement and the other Transaction Agreements, (c) seeking to impose limitations on the ability of PGIO or the Company to acquire or hold, or exercise full rights of ownership of, the CD Business or any of the Contributed Assets or the Purchased Assets or (d) seeking to prohibit PGIO or the Company from effectively controlling in any material respect the CD Business or the operation thereof.
Appears in 2 contracts
Sources: Contribution Agreement (Inverness Medical Innovations Inc), Asset Purchase Agreement (Inverness Medical Innovations Inc)
No Injunction or Restraint. (A) No temporary restraining order, preliminary or permanent injunction or other order or decree issued by any court of competent jurisdiction or other legal restraint or prohibition (collectively, "Legal Restraints") preventing the consummation of the transactions contemplated hereby and by the other Transaction Agreements shall be in effect; and
(B) There shall not be pending or threatened by any Governmental Entity any Legal Proceeding (or by any other Person any Legal Proceeding which has a reasonable likelihood of success), (a1) challenging or seeking to restrain or prohibit the transactions contemplated by this Agreement or the other Transaction Agreements or seeking to obtain in connection with such transactions any damages that are material in relation to the CD Business, (b2) seeking to prohibit or limit the ownership or operation by the Company of any material portion of their respective businesses or assets, or to compel the Company to dispose of, hold separate or license any material portion of their respective businesses or assets, as a result of the transactions contemplated by this Agreement and the other Transaction Agreements, (c3) seeking to impose limitations on the ability of PGIO or the Company to acquire or hold, or exercise full rights of ownership of, the CD Business or any of the Contributed Assets or the Purchased Assets Assets, or (d4) seeking to prohibit PGIO or the Company from effectively controlling in any material respect the CD Business or the operation thereof.
Appears in 1 contract
Sources: Asset Purchase Agreement (Inverness Medical Innovations Inc)