Common use of No Adverse Enactments Clause in Contracts

No Adverse Enactments. There shall not have been any statute, rule, regulation, order, judgment or decree proposed, enacted, promulgated, entered, issued, enforced or deemed applicable by any foreign or United States federal, state or local Governmental Entity, and there shall be no action, suit or proceeding pending or threatened, which, in Parent's reasonable judgment (i) makes or may make this Agreement, the Merger, or any of the other transactions contemplated by this Agreement illegal or imposes or may impose material damages or penalties in connection therewith, (ii) requires or may require Parent, any Controlling Party of Parent, the Surviving Entity or any of their respective Subsidiaries to divest or hold separate any material portion of the assets or business of Parent, any Controlling Party of Parent, the Surviving Entity or any of their respective Subsidiaries, if the Merger is consummated, (iii) imposes or may impose material limitations on the ability of Parent or any Controlling Party of Parent to effectively exercise full rights of ownership of shares of capital stock of the Surviving Entity (including the right to vote such shares on all matters properly presented to the stockholders of the Surviving Entity) or makes or may make the holding by Parent or any Controlling Party of Parent of any such shares illegal or subject to any materially burdensome requirement or condition, (iv) requires or may require Parent or any Controlling Party of Parent or the Company or any of their respective Subsidiaries or Affiliates to cease or refrain from engaging in any material business, including any material business conducted by the Company or any of its Subsidiaries, if the Merger is consummated, or (v) otherwise prohibits or unreasonably delays, or may prohibit or unreasonably delay, the consummation of the Merger or any of the other transactions contemplated by this Agreement or increases in any material respect the liabilities or obligations of Parent arising out of this Agreement, the Merger or any of the other transactions contemplated by this Agreement.

No Adverse Enactments. There shall not have been any No statute, rule, regulation, law, order, judgment or decree proposed, enacted, promulgated, entered, issued, enforced or deemed applicable by any foreign or United States federal, state or local Governmental Entity, and there Entity of competent jurisdiction shall be no action, suit or proceeding pending or threatened, which, in Parent's reasonable judgment effect which (i) makes or may make this Agreement, the Merger, Merger or any of the other transactions transaction contemplated by this Agreement hereby illegal or imposes or may is reasonably likely to impose material damages or penalties in connection therewith, (ii) requires or may require Parentis reasonably likely to require, any Controlling Party as a result of Parentthe consummation of the Merger, the Surviving Entity divestiture of or any restrictions or conditions on the conduct of their respective Subsidiaries to divest (A) a portion of the business or hold separate any assets of the Company and its Subsidiaries, taken as a whole, which would have a Material Adverse Effect, or (B) a material portion of the business or assets or business of Parent, any Controlling Party of Parent, the Surviving Entity or any of their respective Subsidiaries, if the Merger is consummatedLiberty Media and its Subsidiaries and Affiliates taken as a whole, (iii) imposes or may impose is reasonably likely to result in imposition of material limitations on the ability of Parent or any Controlling Party of Parent Liberty Media effectively to effectively exercise full rights of ownership of shares of capital stock or other ownership interests of the Surviving Entity (including the right to vote such shares or other ownership interests on all matters properly presented to the stockholders or other equity holders of the Surviving Entity) or makes or may make the holding by Parent or any Controlling Party of Parent Liberty Media of any such shares or other ownership interests illegal or subject to any materially burdensome requirement or condition, or (iv) requires or may is reasonably likely to require Parent Liberty Media or any Controlling Party of Parent its Subsidiaries or Affiliates or the Company or any of their respective its material Subsidiaries or Affiliates to cease or refrain from engaging in any material business, including in the case of Liberty Media any material business conducted by the Company or any of its SubsidiariesSubsidiaries prior to the Merger, if the Merger is consummated, or (v) otherwise prohibits or unreasonably delays, or may prohibit or unreasonably delay, as a result of the consummation of the Merger or any of the other transactions contemplated by this Agreement or increases in any material respect the liabilities or obligations of Parent arising out of this Agreement, the Merger or any of the other transactions contemplated by this AgreementMerger.

No Adverse Enactments. There shall not have been any No statute, rule, regulation, law, order, --------------------- judgment or decree proposed, enacted, promulgated, entered, issued, enforced or deemed applicable by any foreign or United States federal, state or local Governmental Entity, and there Entity of competent jurisdiction shall be no action, suit or proceeding pending or threatened, which, in Parent's reasonable judgment effect which (i) makes or may make this Agreement, the Merger, the Post-Merger Restructuring Transactions or any of the other transactions transaction contemplated by this Agreement hereby illegal or imposes or may impose material damages or penalties in connection therewiththerewith or otherwise prohibits or unreasonably delays any of such transactions, (ii) requires the divestiture or may require Parent, holding separate of any Controlling Party portion of Parent, the Surviving Entity business or any assets of Parent or any of their respective its Subsidiaries to divest (or hold separate any material portion reorganization or restructuring thereof) in any such case as a result of the assets consummation of the Merger, or business of Parent, any Controlling Party of Parent, the Surviving Entity would require Parent or any of their respective Subsidiariesits Subsidiaries to take or refrain from, if or would prohibit Parent or any of its Subsidiaries from taking or refraining from, any action (other than actions required to be taken or refrained from (or prohibited to be taken or refrained from, as the Merger is consummatedcase may be) by Parent or any of its Subsidiaries pursuant to the final proviso of the penultimate sentence of Section 3.4 hereof, or otherwise specifically agreed to by Parent or one of its Subsidiaries in this Agreement), (iii) imposes or may impose any material limitations on the ability of Parent or any Controlling Party of Parent Liberty Media effectively to effectively exercise full rights of ownership of shares of capital stock or other ownership interests of the Surviving Entity (including the right to vote such shares or other ownership interests on all matters properly presented to the stockholders or other equity holders of the Surviving Entity) ), or makes or may make the holding by Parent or any Controlling Party of Parent Liberty Media of any such shares or other ownership interests illegal or subject to any materially burdensome requirement or condition, (iv) requires or may require Parent or any Controlling Party of Parent or the Company or any of their respective its Subsidiaries or Affiliates to cease or refrain from engaging in any material business, including any material whether or not such business is conducted by the Company or any of its Subsidiaries, if as a result of the Merger is consummatedconsummation of the Merger, or (v) otherwise prohibits or unreasonably delays, or may prohibit or unreasonably delay, the consummation of the Merger or any of the other transactions contemplated by this Agreement or increases in any material respect the liabilities or obligations of Parent arising out of this AgreementAgreement or, the Merger or any in Parent's reasonable judgment, otherwise would have a Parent Adverse Effect, as a result of the other transactions contemplated by this Agreementconsummation of the Merger.

No Adverse Enactments. There shall not have been any action taken, or any statute, rule, regulation, order, judgment or decree proposed, enacted, promulgated, entered, issued, enforced or deemed applicable by any foreign or United States federal, state or local Governmental Entity, and there shall be no action, suit or proceeding pending or threatened, which, in Parent's reasonable judgment which (i) makes or may make this Agreement, the Merger, or any of the other transactions contemplated by this Agreement illegal or imposes or may impose material damages or penalties in connection therewith, ; (ii) requires or may require Parent, any Controlling Party the divestiture of Parent, the Surviving Entity or any of their respective Subsidiaries to divest or hold separate any a material portion of the assets or business of Parent(A) TCI and its subsidiaries taken as a whole, any Controlling Party of Parent(B) the Liberty Media Group, or (C) the Surviving Entity or any of their respective SubsidiariesCompany and its subsidiaries taken as a whole, if the Merger is consummated, (iii) imposes or may impose result in imposition of material limitations on the ability of Parent or any Controlling Party of Parent TCI effectively to effectively exercise full rights of ownership of shares of capital stock of the Surviving Entity Corporation (including the right to vote such shares on all matters properly presented to the stockholders of the Surviving EntityCorporation) or makes or may make the holding by Parent or any Controlling Party of Parent TCI of any such shares illegal or subject to any materially burdensome requirement or condition, (iv) requires or may require Parent or any Controlling Party of Parent TCI or the Company or any of their respective Subsidiaries material subsidiaries or Affiliates affiliates to cease or refrain from engaging in any material business, including any material business conducted by the Company or any of its Subsidiariessubsidiaries, if the Merger is consummated, or (v) otherwise prohibits prohibits, restricts, or unreasonably delays, or may prohibit or unreasonably delay, the delays consummation of the Merger or any of the other transactions contemplated by this Agreement or increases or may increase in any material respect the liabilities or obligations of Parent TCI arising out of this Agreement, the Merger Merger, or any of the other transactions contemplated by this Agreement.

No Adverse Enactments. There shall not have been any No statute, rule, regulation, law, order, --------------------- judgment or decree proposed, enacted, promulgated, entered, issued, enforced or deemed applicable by any foreign or United States federal, state or local Governmental Entity, and there Entity of competent jurisdiction shall be no action, suit or proceeding pending or threatened, which, in Parent's reasonable judgment effect which (i) makes or may make this Agreement, the Merger, Merger or any of the other transactions transaction contemplated by this Agreement hereby illegal or imposes or may is reasonably likely to impose material damages or penalties in connection therewith, (ii) requires or may require Parentis reasonably likely to require, any Controlling Party as a result of Parentthe consummation of the Merger, the Surviving Entity divestiture of or any restrictions or conditions on the conduct of their respective Subsidiaries to divest (A) a portion of the business or hold separate any assets of the Company and its Subsidiaries, taken as a whole, which would have a Material Adverse Effect, or (B) a material portion of the business or assets or business of Parent, any Controlling Party of Parent, the Surviving Entity or any of their respective Subsidiaries, if the Merger is consummatedLiberty Media and its Subsidiaries and Affiliates taken as a whole, (iii) imposes or may impose is reasonably likely to result in imposition of material limitations on the ability of Parent or any Controlling Party of Parent Liberty Media effectively to effectively exercise full rights of ownership of shares of capital stock or other ownership interests of the Surviving Entity (including the right to vote such shares or other ownership interests on all matters properly presented to the stockholders or other equity holders of the Surviving Entity) or makes or may make the holding by Parent or any Controlling Party of Parent Liberty Media of any such shares or other ownership interests illegal or subject to any materially burdensome requirement or condition, or (iv) requires or may is reasonably likely to require Parent Liberty Media or any Controlling Party of Parent its Subsidiaries or Affiliates or the Company or any of their respective its material Subsidiaries or Affiliates to cease or refrain from engaging in any material business, including in the case of Liberty Media any material business conducted by the Company or any of its SubsidiariesSubsidiaries prior to the Merger, if the Merger is consummated, or (v) otherwise prohibits or unreasonably delays, or may prohibit or unreasonably delay, as a result of the consummation of the Merger or any of the other transactions contemplated by this Agreement or increases in any material respect the liabilities or obligations of Parent arising out of this Agreement, the Merger or any of the other transactions contemplated by this AgreementMerger.

No Adverse Enactments. There shall not have been any No statute, rule, regulation, law, order, judgment or decree proposed, enacted, promulgated, entered, issued, enforced or deemed applicable by any foreign or United States federal, state or local Governmental Entity, and there Entity of competent jurisdiction shall be no action, suit or proceeding pending or threatened, which, in Parent's reasonable judgment effect which (i) makes or may make this Agreement, the Merger, the Reclassification or the Post-Merger Restructuring Transactions or any of the other transactions transaction contemplated by this Agreement hereby illegal or imposes or may is reasonably likely to impose material damages or penalties in connection therewiththerewith or otherwise prohibits or unreasonably delays any of such transactions, (ii) requires or may is reasonably likely to require Parent, the divestiture or holding separate of any Controlling Party portion of Parent, the Surviving Entity business or any assets of Parent or any of their respective its Subsidiaries to divest (or hold separate any material portion reorganization or restructuring thereof), in any such case as a result of the assets consummation of the Merger, or business of Parent, any Controlling Party of Parent, the Surviving Entity would require Parent or any of their respective Subsidiariesits Subsidiaries to take or refrain from, if or would prohibit Parent or any of its Subsidiaries from taking or refraining from, any action (other than actions required to be taken or refrained from (or prohibited to be taken or refrained from, as the Merger is consummatedcase may be) by Parent of its Subsidiaries pursuant to the final proviso of the penultimate sentence of Section 3.5 hereof or otherwise specifically agreed to by Parent or one of its Subsidiaries in this Agreement), (iii) imposes or may is reasonably likely to impose any material limitations on the ability of Parent or any Controlling Party of Parent Liberty effectively to effectively exercise full rights of ownership of shares of capital stock or other ownership interests of the Surviving Entity Corporation (including the right to vote such shares or other ownership interests on all matters properly presented to the stockholders or other equity holders of the Surviving Entity) Corporation), or makes or may make the holding by Parent or any Controlling Party of Parent Liberty of any such shares or other ownership interests illegal or subject to any materially burdensome requirement or condition, (iv) requires or may require Parent or any Controlling Party of Parent or the Company or any of their respective Subsidiaries or Affiliates to cease or refrain from engaging in any material business, including any material business conducted by the Company or any of its Subsidiaries, if the Merger is consummated, or (v) otherwise prohibits or unreasonably delays, or may prohibit or unreasonably delay, the consummation of the Merger or any of the other transactions contemplated by this Agreement or increases in any material respect the liabilities or obligations of Parent arising out of this Agreement, the Merger or any of the other transactions contemplated by this AgreementAgreement or (v) requires Parent or any of its subsidiaries to cease or refrain from engaging in any business, whether or not such business is conducted by the Company or any of its subsidiaries, as a result of the consummation of the Merger.

No Adverse Enactments. There shall not have been any statute, rule, regulation, order, judgment or decree proposed, enacted, promulgated, entered, issued, enforced or deemed applicable by any foreign or United States federal, state or local Governmental Entity, and there shall be no action, suit or proceeding pending or threatened, which, in Parent's reasonable judgment which (i) makes or may make this Agreement, the Merger, or any of the other transactions contemplated by this Agreement illegal or imposes or may impose material damages or penalties in connection therewith, (ii) requires or may require Liberty, Parent, any Controlling Party of ParentWII, the Surviving Entity or any of their respective Subsidiaries to divest or hold separate any material portion of the assets or business of Liberty, Parent, any Controlling Party of ParentWII, the Surviving Entity or any of their respective Subsidiaries, if the Merger is consummated, (iii) imposes or may impose material limitations on the ability of Liberty, Parent or any Controlling Party of Parent WII to effectively exercise full rights of ownership of shares of capital stock of the Surviving Entity (including the right to vote such shares on all matters properly presented to the stockholders of the Surviving Entity) or makes or may make the holding by Parent or any Controlling Party of Parent such parties of any such shares illegal or subject to any materially burdensome requirement or condition, (iv) requires or may require Parent or any Controlling Party of Parent Liberty, Parent, WII or the Company or any of their respective Subsidiaries or Affiliates to cease or refrain from engaging in any material business, including any material business conducted by the Company or any of its Subsidiaries, if the Merger is consummated, or (v) otherwise prohibits or unreasonably delays, or may prohibit or unreasonably delay, the delays consummation of the Merger or any of the other transactions contemplated by this Agreement or increases in any material respect the liabilities or obligations of Liberty, Parent or WII arising out of this Agreement, the Merger or any of the other transactions contemplated by this Agreement.

No Adverse Enactments. There shall not have been any No statute, rule, regulation, Law, order, judgment or decree proposed, enacted, promulgated, entered, issued, enforced or deemed applicable by any foreign or United States federal, state or local Governmental Entity, and there Entity of competent jurisdiction shall be no action, suit or proceeding pending or threatened, which, in Parent's reasonable judgment effect which (i) makes or may make this Agreement, the Merger, or any of the other transactions contemplated by this Agreement or the Merger illegal or imposes or may is reasonably likely to impose material damages or penalties in connection therewith, (ii) requires or may require is reasonably likely to require, in Parent, any Controlling Party of Parent's reasonable judgment, the Surviving Entity divestiture of or any restrictions or conditions on the conduct of any portion of the business or any assets of Parent or any of their respective its Subsidiaries to divest (or hold separate any material portion reorganization or restructuring thereof) that would have a Parent Adverse Effect, in any such case as a result of the assets or business consummation of Parent, any Controlling Party of Parent, the Surviving Entity or any of their respective Subsidiaries, if the Merger is consummatedMerger, (iii) imposes or may impose is reasonably likely to result in imposition of material limitations on the ability of Parent or any Controlling Party of Parent Liberty effectively to effectively exercise full rights of ownership of shares of capital stock or other ownership interests of the Surviving Entity (including the right to vote such shares or other ownership interests on all matters properly presented to the stockholders or other equity holders of the Surviving Entity) to the extent necessary to effect the Post-Merger Restructuring Transactions, or makes or may make the holding by Parent or any Controlling Party of Parent Liberty of any such shares or other ownership interests illegal or subject to any materially burdensome requirement or conditioncondition or in any way limits, prohibits or places any burdens (other than any such burdens which are insignificant in nature or consequence) on the consummation of the Post-Merger Restructuring Transactions, (iv) requires or may is reasonably likely to require Parent or any Controlling Party of Parent or the Company or any of their respective its material Subsidiaries or Affiliates to cease or refrain from engaging in any material business, including any material whether or not such business is conducted by the Company or any of its Subsidiaries, if as a result of the Merger is consummatedconsummation of the Merger, or (v) in Parent's reasonable judgment, otherwise prohibits or unreasonably delayswould have a Parent Adverse Effect, or may prohibit or unreasonably delay, as a result of the consummation of the Merger or any of the other transactions contemplated by this Agreement or increases in any material respect the liabilities or obligations of Parent arising out of this Agreement, the Merger or any of the other transactions contemplated by this AgreementMerger.

No Adverse Enactments. There shall not have been any No statute, rule, regulation, law, order, judgment or decree proposed, enacted, promulgated, entered, issued, enforced or deemed applicable by any foreign or United States U.S. federal, state or local Governmental Entity, and there court or other governmental authority of competent jurisdiction shall be no action, suit or proceeding pending or threatened, which, in Parent's reasonable judgment effect that (i) makes or may make this Agreement, the MergerTodd Xxxtribution, the SEG Contribution, the 4MC Contribution or any of the other transactions transaction contemplated by this Agreement hereby illegal or imposes or may is reasonably likely to impose material damages or penalties in connection therewiththerewith or otherwise prohibits or unreasonably delays any such transaction, (ii) requires or may require Parentis reasonably likely to require, any Controlling Party as a result of Parentthe consummation of the Todd Xxxtribution, the Surviving Entity SEG Contribution, the 4MC Contribution or any other transaction contemplated hereby, the divestiture of their respective Subsidiaries to divest or hold separate any material restrictions or conditions on the conduct of any substantial portion of the business or assets or business of ParentLiberty, any Controlling Party of ParentTodd, the Surviving Entity XXG, 4MC or any direct or indirect subsidiary of their respective Subsidiaries, if the Merger is consummatedany of them or of any other affiliate of Liberty, (iii) imposes or may impose is reasonably likely to result in imposition of material limitations on the ability of Parent or any Controlling Party Liberty (directly or, in the case of Parent indirectly owned securities, indirectly) effectively to effectively exercise full rights of ownership of shares of capital stock or other ownership interests of the Surviving Entity Todd, XXG, 4MC or any other direct or indirect subsidiary of Liberty (including the right to vote such shares or other ownership interests on all matters properly presented to the stockholders shareholders or other equity holders of the Surviving Entity) such entities), or makes or may make the holding by Parent Liberty (or any Controlling Party a direct or indirect subsidiary of Parent Liberty) of any such shares or other ownership interests illegal or subject to any materially burdensome requirement or condition, or (iv) requires or may is reasonably likely to require Parent Liberty, Todd, XXG, 4MC or any Controlling Party direct or indirect subsidiary of Parent or the Company any of them or any other affiliate of their respective Subsidiaries or Affiliates Liberty to cease or refrain from engaging in any material business, including any material business conducted by the Company as a result of this Agreement or any of its Subsidiaries, if the Merger is consummated, or (v) otherwise prohibits or unreasonably delays, or may prohibit or unreasonably delay, the consummation of the Merger or any of the other transactions transaction contemplated by this Agreement or increases in any material respect the liabilities or obligations of Parent arising out of this Agreement, the Merger or any of the other transactions contemplated by this Agreementhereby.

No Adverse Enactments. There shall not have been any No statute, rule, regulation, law, order, --------------------- judgment or decree proposed, enacted, promulgated, entered, issued, enforced or deemed applicable by any foreign or United States federal, state or local Governmental Entity, and there Entity of competent jurisdiction shall be no action, suit or proceeding pending or threatened, which, in Parent's reasonable judgment effect which (i) makes or may make this Agreement, the Merger, the Reclassification or the Post-Merger Restructuring Transactions or any of the other transactions transaction contemplated by this Agreement hereby illegal or imposes or may is reasonably likely to impose material damages or penalties in connection therewiththerewith or otherwise prohibits or unreasonably delays any of such transactions, (ii) requires or may is reasonably likely to require Parent, the divestiture or holding separate of any Controlling Party portion of Parent, the Surviving Entity business or any assets of Parent or any of their respective its Subsidiaries to divest (or hold separate any material portion reorganization or restructuring thereof), in any such case as a result of the assets consummation of the Merger, or business of Parent, any Controlling Party of Parent, the Surviving Entity would require Parent or any of their respective Subsidiariesits Subsidiaries to take or refrain from, if or would prohibit Parent or any of its Subsidiaries from taking or refraining from, any action (other than actions required to be taken or refrained from (or prohibited to be taken or refrained from, as the Merger is consummatedcase may be) by Parent of its Subsidiaries pursuant to the final proviso of the penultimate sentence of Section 3.5 hereof or otherwise specifically agreed to by Parent or one of its Subsidiaries in this Agreement), (iii) imposes or may is reasonably likely to impose any material limitations on the ability of Parent or any Controlling Party of Parent Liberty effectively to effectively exercise full rights of ownership of shares of capital stock or other ownership interests of the Surviving Entity Corporation (including the right to vote such shares or other ownership interests on all matters properly presented to the stockholders or other equity holders of the Surviving Entity) Corporation), or makes or may make the holding by Parent or any Controlling Party of Parent Liberty of any such shares or other ownership interests illegal or subject to any materially burdensome requirement or condition, (iv) requires or may require Parent or any Controlling Party of Parent or the Company or any of their respective Subsidiaries or Affiliates to cease or refrain from engaging in any material business, including any material business conducted by the Company or any of its Subsidiaries, if the Merger is consummated, or (v) otherwise prohibits or unreasonably delays, or may prohibit or unreasonably delay, the consummation of the Merger or any of the other transactions contemplated by this Agreement or increases in any material respect the liabilities or obligations of Parent arising out of this Agreement, the Merger or any of the other transactions contemplated by this AgreementAgreement or (v) requires Parent or any of its subsidiaries to cease or refrain from engaging in any business, whether or not such business is conducted by the Company or any of its subsidiaries, as a result of the consummation of the Merger.

No Adverse Enactments. There shall not have been any statute, rule, regulation, order, judgment or decree proposed, enacted, promulgated, entered, issued, enforced or deemed applicable by any foreign or United States federal, state or local Governmental Entity, and there shall not be no actionpending any lawsuit or legal proceeding commenced with respect to the Merger by any Governmental Entity, suit which lawsuit or legal proceeding pending is likely to result in a judgment adverse to Parent or threatened, which, in Parent's reasonable judgment the Company that (i) makes or may make this Agreement, the Merger, or any of the other transactions contemplated by this Agreement Merger illegal or imposes or may impose material damages or penalties in connection therewith, (ii) requires or may require Parent, any Controlling Party of Parent, the Surviving Entity or any of their respective Subsidiaries to divest or hold separate any material portion of the assets or business of Parent, any Controlling Party of Parent, the Surviving Entity or any of their respective Subsidiaries, if the Merger is consummated, (iii) imposes or may impose material limitations on the ability of Parent or any Controlling Party of Parent to effectively exercise full rights of ownership of shares of capital stock of the Surviving Entity (including the right to vote such shares on all matters properly presented to the stockholders of the Surviving Entity) or makes or may make the holding by Parent or any Controlling Party of Parent of any such shares illegal or subject to any materially burdensome requirement or condition, (iv) requires or may require Parent or any Controlling Party of Parent or the Company or any of their respective Subsidiaries or Affiliates to cease or refrain from engaging in any material business, including any material business conducted by the Company or any of its Subsidiaries, if the Merger is consummated, or (v) otherwise prohibits or unreasonably delays, or may prohibit or unreasonably delay, delays the consummation of the Merger or any of the other transactions contemplated by this Agreement or increases in any material respect the liabilities or obligations of Parent arising out of this Agreement, the Merger or any of the other transactions contemplated by this Agreement.

No Adverse Enactments. There shall not have been any statute, rule, regulation, order, judgment or decree proposed, enacted, promulgated, entered, issued, enforced or deemed applicable by any foreign or United States federal, state or local Governmental Entity, and there shall be no actionor otherwise applicable, suit or proceeding pending or threatened, which, in Parent's reasonable judgment which (i) makes or may make this Agreement, the Merger, or any of the other transactions contemplated by this Agreement illegal or imposes or may impose material damages or penalties or would require Parent or any of its Subsidiaries to take or refrain from, or would prohibit Parent or any of its Subsidiaries from taking or refraining from, any action (other than actions required to be taken by Parent or its Subsidiaries pursuant to the final proviso in the penultimate sentence of Section 3.5 hereof or otherwise specifically agreed to by Parent or one of its Subsidiaries in this Agreement) in connection therewith, (ii) requires Parent or may require Parentany of its Subsidiaries to divest or hold separate any portion of the assets or business of Parent or its Subsidiaries, any Controlling Party of Parentor requires Liberty, the Surviving Entity or any of their respective Subsidiaries to divest or hold separate any material portion of the assets or business of Parent, any Controlling Party of ParentLiberty, the Surviving Entity or any of their respective Subsidiaries, if the Merger is consummated, (iii) imposes or may impose material limitations on the ability of Parent or any Controlling Party of Parent Liberty effectively to effectively exercise full rights of ownership of shares of capital stock of the Surviving Entity (including the right to vote such shares on all matters properly presented to the stockholders of the Surviving Entity) or makes or may make the holding by Parent or any Controlling Party of Parent Liberty of any such shares illegal or subject to any materially burdensome requirement or condition, (iv) requires or may require Parent or any Controlling Party of Parent its Subsidiaries to cease or refrain from engaging in any business, or requires Liberty or the Company or any of their respective Subsidiaries or Affiliates to cease or refrain from engaging in any material business, including any material business conducted by the Company or any of its Subsidiaries, if the Merger is consummated, or (v) otherwise prohibits or unreasonably delays, or may prohibit or unreasonably delay, the delays consummation of the Merger or any of the other transactions contemplated by this Agreement or increases in any material respect the liabilities or obligations of Parent arising out of this Agreement, the Merger or any of the other transactions contemplated by this Agreement; provided, however, that the satisfaction of this Section 8.2(d) shall not be asserted by Liberty as a condition to Parent or Merger Sub's obligation to consummate the Merger if, pursuant to Section 7.10(b), Liberty or any of its controlled Subsidiaries notifies the Company of its intention to effect a Competitor Transaction and such Competitor Transaction or the proposal of such Competitor Transaction causes the failure of the condition set forth in this Section 8.2(d) to be satisfied. In addition, the Company and its Subsidiaries shall hold and be in compliance with all licenses, franchises, ordinances, authorizations, permits, certificates, variances, exemptions, concessions, leases, rights of way, easements, instruments, orders and approvals, domestic or foreign, required for the ownership of the assets and operation of the businesses of the Company or any of its Subsidiaries, except for the failure to hold or be in compliance with any of the foregoing as would not be reasonably likely to have, either individually or in the aggregate, an adverse effect (other than an effect which is insignificant in nature and consequence) on the relationship between Parent or any of its Subsidiaries and any federal or state Governmental Entity having jurisdiction over any business of Parent or its Subsidiaries or the operations or assets thereof.