No Restraints. There shall not be instituted or pending any action or proceeding by any Governmental Entity, including under the HSR Act, (i) seeking to restrain, prohibit or otherwise interfere with the ownership or operation by Parent or any of its subsidiaries of all or any portion of the business of the Company or any of its subsidiaries or of Parent or any of its subsidiaries or to compel Parent or any of its subsidiaries to dispose of or hold separate all or any portion of the business or assets of the Company or any of its subsidiaries or of Parent or any of its subsidiaries, (ii) seeking to impose or confirm limitations on the ability of Parent or any of its subsidiaries effectively to exercise full rights of ownership of the shares of Company Common Stock (or shares of stock of the Surviving Corporation) including the right to vote any such shares on any matters properly presented to shareholders or (iii) seeking to require divestiture by Parent or any of its subsidiaries of any such shares.
Appears in 6 contracts
Sources: Merger Agreement (Matria Healthcare Inc), Merger Agreement (Inverness Medical Innovations Inc), Agreement and Plan of Reorganization (Hemosense Inc)
No Restraints. There shall not be instituted or pending any action or proceeding by any Governmental Entity, including under the HSR Act, Entity (i) seeking to restrain, prohibit or otherwise interfere with the ownership or operation by Parent or any of its subsidiaries of all or any portion of the business of the Company or any of its subsidiaries or of Parent or any of its subsidiaries or to compel Parent or any of its subsidiaries to dispose of or hold separate all or any portion of the business or assets of the Company or any of its subsidiaries or of Parent or any of its subsidiaries, (ii) seeking to impose or confirm limitations on the ability of Parent or any of its subsidiaries effectively to exercise full rights of ownership of the shares of Company Common Stock (or shares of stock of the Surviving Corporation) including the right to vote any such shares on any matters properly presented to shareholders or (iii) seeking to require divestiture by Parent or any of its subsidiaries of any such shares.
Appears in 4 contracts
Sources: Merger Agreement (Progress Software Corp /Ma), Merger Agreement (Primus Knowledge Solutions Inc), Merger Agreement (Art Technology Group Inc)
No Restraints. There shall not be instituted or pending any action or proceeding by any Governmental Entity, including under the HSR Act, Body (i) seeking to restrain, prohibit prohibit, make illegal or otherwise interfere with the ownership or operation by the Parent or any of its subsidiaries Subsidiaries of all or any material portion of the business of the Company or any of its subsidiaries Acquired Corporations or of the Parent or any of its subsidiaries Subsidiaries or to compel the Parent or any of its subsidiaries Subsidiaries to dispose of or hold separate all or any material portion of the business or assets of the Company or any of its subsidiaries Acquired Corporations or of the Parent or any of its subsidiariesSubsidiaries, (ii) seeking to impose or confirm limitations on the ability of the Parent or any of its subsidiaries Subsidiaries effectively to exercise full rights of ownership of the shares of Company Common Stock (or shares of stock of the Surviving Corporation) including the right to vote any such shares on any matters properly presented to shareholders or (iii) seeking to require divestiture by the Parent or any of its subsidiaries Subsidiaries of any such shares.
Appears in 3 contracts
Sources: Merger Agreement (Kratos Defense & Security Solutions, Inc.), Merger Agreement (Sys), Agreement and Plan of Merger and Reorganization (Sys)
No Restraints. There shall not be instituted or pending any action or proceeding by any Governmental Entity, including under the HSR Act, Entity (i) seeking to restrain, prohibit or otherwise interfere with the ownership or operation by Parent or any of its subsidiaries of all or any material portion of the business of the Company or any of its subsidiaries or of Parent or any of its subsidiaries or to compel Parent or any of its subsidiaries to dispose of or hold separate all or any material portion of the business or assets of the Company or any of its subsidiaries or of Parent or any of its subsidiaries, (ii) seeking to impose or confirm limitations on the ability of Parent or any of its subsidiaries effectively to exercise full rights of ownership of the shares of Company Common Stock (or shares of stock of the Surviving Corporation) including the right to vote any such shares on any matters properly presented to shareholders stockholders or (iii) seeking to require divestiture by Parent or any of its subsidiaries of any such shares.
Appears in 3 contracts
Sources: Merger Agreement (Eclipsys Corp), Merger Agreement (Neoforma Com Inc), Merger Agreement (Eclipsys Corp)
No Restraints. There shall not be instituted or pending any action or proceeding by any Governmental Entity, including under the HSR Act, Entity (i) seeking to restrain, prohibit or otherwise interfere with the ownership or operation by Parent or any of its subsidiaries Subsidiaries of all or any portion of the business of the Company or any of its subsidiaries Subsidiaries or of Parent or any of its subsidiaries Subsidiaries or to compel Parent or any of its subsidiaries Subsidiaries to dispose of or hold separate all or any portion of the business or assets of the Company or any of its subsidiaries Subsidiaries or of Parent or any of its subsidiariesSubsidiaries, (ii) seeking to impose or confirm limitations on the ability of Parent or any of its subsidiaries Subsidiaries effectively to exercise full rights of ownership of the shares of Company Common Stock (or shares of stock of the Surviving Corporation) including the right to vote any such shares on any matters properly presented to shareholders stockholders or (iii) seeking to require divestiture by Parent or any of its subsidiaries Subsidiaries of any such shares.
Appears in 2 contracts
Sources: Merger Agreement (Teradyne, Inc), Merger Agreement (Eagle Test Systems, Inc.)
No Restraints. There shall not be instituted or pending any action or proceeding by any Governmental Entity, including under the HSR Act, Entity (i) seeking to restrain, prohibit or otherwise interfere with the ownership or operation by Parent or any of its subsidiaries of all or any portion of the business of the Company or any of its subsidiaries or of Parent or any of its subsidiaries or to compel 81 Parent or any of its subsidiaries to dispose of or hold separate all or any portion of the business or assets of the Company or any of its subsidiaries or of Parent or any of its subsidiaries, (ii) seeking to impose or confirm limitations on the ability of Parent or any of its subsidiaries effectively to exercise full rights of ownership of the shares of Company Common Stock (or shares of stock of the Surviving Corporation) including the right to vote any such shares on any matters properly presented to shareholders or (iii) seeking to require divestiture by Parent or any of its subsidiaries of any such shares.
Appears in 2 contracts
Sources: Merger Agreement (Micron Electronics Inc), Merger Agreement (Interland Inc)
No Restraints. There shall not be instituted or pending any ------------- action or proceeding by any Governmental Entity, including under the HSR Act, Entity (i) seeking to restrain, prohibit or otherwise interfere with the ownership or operation by Parent or any of its subsidiaries of all or any portion of the business of the Company or any of its subsidiaries or of Parent or any of its subsidiaries or to compel Parent or any of its subsidiaries to dispose of or hold separate all or any portion of the business or assets of the Company or any of its subsidiaries or of Parent or any of its subsidiaries, (ii) seeking to impose or confirm limitations on the ability of Parent or any of its subsidiaries effectively to exercise full rights of ownership of the shares of Company Common Stock (or shares of stock of the Surviving Corporation) including the right to vote any such shares on any matters properly presented to shareholders stockholders or (iii) seeking to require divestiture by Parent or any of its subsidiaries of any such shares.
Appears in 2 contracts
Sources: Merger Agreement (Verisign Inc/Ca), Merger Agreement (Verisign Inc/Ca)
No Restraints. There shall not be instituted instituted, pending or pending threatened any action action, proceeding or proceeding by hearing before any Governmental Entity, including under the HSR Act, Entity (i) seeking to restrain, prohibit prohibit, regulate or otherwise interfere with the ownership or operation by Parent or any of its subsidiaries of all or any portion of the business of the Company or any of its subsidiaries or of Parent or any of its subsidiaries or to compel Parent or any of its subsidiaries to dispose of or hold separate all or any portion of the business or assets of the Company or any of its subsidiaries or of Parent or any of its subsidiaries, (ii) seeking to impose or confirm limitations or regulations on the ability of Parent or any of its subsidiaries effectively to exercise full rights of ownership of the shares of Company Common Stock (or shares of stock of the Surviving Corporation) including the right to vote any such shares on any matters properly presented to shareholders or freely conduct Company’s business or (iii) seeking to require divestiture by Parent or any of its subsidiaries of any such assets or shares.
Appears in 1 contract
Sources: Merger Agreement (Mediabin Inc)
No Restraints. There shall not be instituted or pending any action or proceeding by any Governmental Entity, including under the HSR Act, Entity (i) seeking to restrain, prohibit or otherwise interfere with the ownership or operation by Parent or any of its subsidiaries of all or any portion of the business of the Company or any of its subsidiaries or of Parent or any of its subsidiaries or to compel Parent or any of its subsidiaries to dispose of or hold separate all or any portion of the business or assets of the Company or any of its subsidiaries or of Parent or any of its subsidiaries, (ii) seeking to impose or confirm limitations on the ability of Parent or any of its subsidiaries effectively to exercise full rights of ownership of the shares of Company Common Stock (or shares of stock of the Surviving Corporation) including the right to vote any such shares on any matters properly presented to shareholders stockholders or (iii) seeking to require divestiture by Parent or any of its subsidiaries of any such shares.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Inverness Medical Innovations Inc)
No Restraints. There shall not be instituted or pending any action or proceeding by any Governmental Entity, including under the HSR Act, Entity (i) seeking to restrain, prohibit or otherwise interfere with the ownership or operation by Parent or any of its subsidiaries of all or any portion of the business of the Company or any of its subsidiaries or of Parent or any of its subsidiaries or to compel Parent or any of its subsidiaries to dispose of or hold separate all or any portion of the business or assets of the Company or any of its subsidiaries or of Parent or any of its subsidiaries, (ii) seeking to impose or confirm limitations on the ability of Parent or any of its subsidiaries effectively to exercise full rights of ownership of the shares of Company Common Stock (or shares of stock of the Surviving Corporation) including the right to vote any such shares on any matters properly presented to shareholders or (iii) seeking to require divestiture by Parent or any of its subsidiaries of any such shares.
Appears in 1 contract
No Restraints. There shall not be instituted or pending any action or proceeding by any Governmental Entity, including under the HSR Act, Entity (i) seeking to restrain, prohibit or otherwise interfere with the ownership or operation by Parent or any of its subsidiaries of all or any portion of the business of the Company or any of its subsidiaries or of Parent or any of its subsidiaries or to compel Parent or any of its subsidiaries to dispose of or hold separate all or any portion of the business or assets of the Company or any of its subsidiaries or of Parent or any of its subsidiaries, (ii) seeking to impose or confirm limitations on the ability of Parent or any of its subsidiaries effectively to exercise full rights of ownership of the shares of Company Common Capital Stock (or shares of stock of the Surviving Corporation) including the right to vote or consent to any such shares on any matters properly presented to shareholders stockholders or (iii) seeking to require divestiture by Parent or any of its subsidiaries of any such shares.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Serviceware Technologies Inc/ Pa)
No Restraints. There shall not be instituted or pending any action or proceeding by any Governmental Entity, including under the HSR Act, Entity (i) seeking to restrain, prohibit or otherwise interfere with the ownership or operation by Parent or any of its subsidiaries of all or any portion of the business of the Company or any of its subsidiaries or of Parent or any of its subsidiaries or to compel Parent or any of its subsidiaries to dispose of or hold separate all or any portion of the business or assets of the Company or any of its subsidiaries or of Parent or any of its subsidiaries, (ii) seeking to impose or confirm limitations on the ability of Parent or any of its subsidiaries effectively to exercise full rights of ownership of the shares of Company Common Stock (or shares of stock of the Surviving Corporation) including the right to vote any such shares on any matters properly presented to shareholders or (iii) seeking to require divestiture by Parent or any of its subsidiaries of any such shares.
Appears in 1 contract