Common use of No Adverse Enactments Clause in Contracts

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 (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 the divestiture of a material portion of the business of (A) TCI and its subsidiaries taken as a whole, (B) the Liberty Media Group, or (C) the Company and its subsidiaries taken as a whole, if the Merger is consummated, (iii) imposes or may result in imposition of material limitations on the ability of TCI effectively to exercise full rights of ownership of shares of capital stock of the Surviving Corporation (including the right to vote such shares on all matters properly presented to the stockholders of the Surviving Corporation) or makes the holding by TCI of any such shares illegal or subject to any materially burdensome requirement or condition, (iv) requires or may require TCI or the Company or any of their respective material 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, restricts, or unreasonably 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 TCI arising out of this Agreement, the Merger, or any of the other transactions contemplated by this Agreement.

No Adverse Enactments. There shall will 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 will be no action, suit or proceeding pending or threatened, which (i) makes or may is reasonably likely to make this Agreement, the Merger, or any of the other transactions contemplated by this Agreement illegal or imposes or may is reasonably likely to impose material damages or penalties in connection therewith; (ii) requires or may is reasonably likely to require the divestiture of a material portion of the business of (A) TCI and Parent or any of its subsidiaries taken as a whole, (B) the Liberty Media Group, or (C) the Company and its subsidiaries taken as a whole, Subsidiaries if the Merger is consummated, (iii) imposes or may is reasonably likely to result in imposition of material limitations on the ability of TCI Parent effectively to exercise full rights of ownership of shares of capital stock of the Surviving Corporation (including the right to vote such shares on all matters properly presented to the stockholders of the Surviving Corporation) or makes the holding by TCI Parent of any such shares illegal or subject to any materially burdensome requirement or condition, (iv) requires or may is reasonably likely to require TCI Parent or the Company or any of their respective material subsidiaries 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, restricts, or unreasonably delays consummation of the Merger or any of the other transactions contemplated by this Agreement or increases or may is reasonably likely to increase in any material respect the liabilities or obligations of TCI 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 action taken, or 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 court or other Governmental Entity, and there Entity of competent jurisdiction shall be no action, suit or proceeding pending or threatened, which in effect that (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; therewith or otherwise prohibits or unreasonably delays any of such transactions, (ii) requires or may require is reasonably likely to require, as a result of the consummation of the Merger, the divestiture of a material or any restrictions or conditions on the conduct of (A) any substantial portion of the business or assets of (A) TCI and its subsidiaries taken as a whole, (B) the Liberty Media Group, or (C) the Company and its subsidiaries taken as a wholeor (B) any substantial portion of the business or assets of Liberty and its subsidiaries, if the Merger is consummatedor of any Affiliate of Liberty, (iii) imposes or may is reasonably likely to result in imposition of material limitations on the ability of TCI Liberty effectively to exercise full rights of ownership of shares of capital stock or other ownership interests of the Surviving 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 Corporation) ), or makes the holding by TCI 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 TCI Liberty or its subsidiaries or any Affiliate of Liberty, or the Company or any of their respective material its subsidiaries or affiliates to cease or refrain from engaging in any material business, including in the case of Liberty any material business conducted by the Company or any of its subsidiariessubsidiaries prior to the Merger, if as a result of the Merger is consummated, or (v) otherwise prohibits, restricts, or unreasonably 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 TCI 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 action taken, or 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 court or other Governmental Entity, and there Entity of competent jurisdiction shall be no action, suit or proceeding pending or threatened, which in effect that (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; therewith or otherwise prohibits or unreasonably delays any of such transactions, (ii) requires or may require is reasonably likely to require, as a result of the consummation of the Merger, the divestiture of a material or any restrictions or conditions on the conduct of (A) any substantial portion of the business or assets of (A) TCI and its subsidiaries taken as a whole, (B) the Liberty Media Group, or (C) the Company and its subsidiaries taken as a wholeor (B) any substantial portion of the business or assets of Liberty and its subsidiaries, if the Merger is consummatedor of any Affiliate of Liberty, (iii) imposes or may is reasonably likely to result in imposition of material limitations on the ability of TCI Liberty effectively to exercise full rights of ownership of shares of capital stock or other ownership interests of the Surviving 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 Corporation) ), or makes the holding by TCI 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 TCI Liberty or its subsidiaries or any Affiliate of Liberty, or the Company or any of their respective material its subsidiaries or affiliates to cease or refrain from engaging in any material 62 business, including in the case of Liberty any material business conducted by the Company or any of its subsidiariessubsidiaries prior to the Merger, if as a result of the Merger is consummated, or (v) otherwise prohibits, restricts, or unreasonably 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 TCI 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 action taken, or 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, in 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, as a result of the consummation of the Merger, the divestiture of or any restrictions or conditions on the conduct of (A) a portion of the business or 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 of (A) TCI Liberty and its subsidiaries Subsidiaries and Affiliates taken as a whole, (B) the Liberty Media Group, or (C) the Company and its subsidiaries taken as a whole, if the Merger is consummated, (iii) imposes or may is reasonably likely to result in imposition of material limitations on the ability of TCI Liberty effectively to exercise full rights of ownership of shares of capital stock or other ownership interests of the Surviving Corporation 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 CorporationEntity) or makes the holding by TCI Liberty of any such shares or other ownership interests illegal or subject to any materially burdensome requirement or conditioncondition or prohibits the consummation of the Post-Merger Restructuring Transactions, or (iv) requires or may is reasonably likely to require TCI Liberty or its Subsidiaries or Affiliates or the Company or any of their respective its material subsidiaries or affiliates Subsidiaries to cease or refrain from engaging in any material business, including in the case of Liberty any material business conducted by the Company or any of its subsidiariesSubsidiaries prior to the Merger, if as a result of the Merger is consummated, or (v) otherwise prohibits, restricts, or unreasonably 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 TCI arising out of this Agreement, the Merger, or any of the other transactions contemplated by this Agreement.