Common use of No Governmental Proceedings or Litigation Clause in Contracts

No Governmental Proceedings or Litigation. There shall not be --------------------------------------------- pending or threatened any action, proceeding, claim or counterclaim by any Governmental Entity or by any third party that seeks to or would (i) prohibit or restrict the consummation of the Merger, (ii) require the disposition of or the holding separate of any of the stock or assets of HTV or its subsidiaries or impose material limitations on the ability of the Surviving Corporation to control in any material respect the business, assets or operations of either the Surviving Corporation or HTV, or (iii) have a material adverse effect on the Surviving Corporation's business or materially impair the ability of HTV to perform their obligations hereunder. There shall not be in effect any order, decree or injunction (whether preliminary, final or appealable) of a United States Federal or state court of competent jurisdiction, and no statute, rule or regulation shall have been enacted or promulgated by any Governmental Entity, which (i) prohibits or restricts consummation of the Merger or the transactions contemplated hereby, (ii) requires AIN to hold separate or dispose of any of the stock or assets of HTV or its subsidiaries or the Surviving Corporation or imposes material limitations on the ability of AIN to control in any material respect the business, assets or operations of either AIN or the Surviving Corporation, or (iii) has a material adverse effect on the business of AIN or on the Surviving Corporation or materially impairs the ability of AIN to perform its obligations hereunder.

No Governmental Proceedings or Litigation. There shall not be --------------------------------------------- pending or threatened any action, proceeding, claim or counterclaim by any Governmental Entity or by any third party that which seeks to or would (i) prohibit or restrict the consummation of the Merger, (ii) require the disposition of or the holding separate of any of the stock or assets of HTV the Company or its subsidiaries or impose material limitations on the ability of the Surviving Corporation VTEL to CORPDAL:59869.4 22768-00022 53 control in any material respect the business, assets or operations of either VTEL or the Surviving Corporation or HTVCompany, or (iii) have a material adverse effect on the Surviving CorporationVTEL's business or materially impair the ability of HTV the Company or Merger Sub to perform their obligations hereunder. There shall not be in effect any order, decree or injunction (whether preliminary, final or appealable) of a United States Federal or state court of competent jurisdiction, and no statute, rule or regulation shall have been enacted or promulgated by any Governmental EntityEntity , which (i) prohibits or restricts consummation of the Merger or the transactions contemplated hereby, (ii) requires AIN VTEL to hold separate or dispose of any of the stock or assets of HTV the Company or its subsidiaries or the Surviving Corporation or imposes material limitations on the ability of AIN VTEL to control in any material respect the business, assets or operations of either AIN VTEL or the Surviving CorporationCompany, or (iii) has a material adverse effect on the business of AIN VTEL and its subsidiaries or on the Surviving Corporation Company and its subsidiaries or materially impairs the ability of AIN VTEL or Merger Sub to perform its their obligations hereunder.

No Governmental Proceedings or Litigation. There shall not be --------------------------------------------- pending or threatened any action, proceeding, claim or counterclaim by any Governmental Entity or by any third party that which seeks to or would (i) prohibit or restrict the consummation of the Merger, (ii) require the disposition of or the holding separate of any of the stock or assets of HTV HCP or its subsidiaries or impose material limitations on the ability of the Surviving Corporation Company, Merger Sub to control in any material respect the business, assets or operations of either the Surviving Corporation Company or HTVMerger Sub or HCP, or (iii) have a material adverse effect on the Surviving CorporationCompany's or Merger Sub's business or materially impair the ability of HTV HCP, the Company or Merger Sub to perform their obligations hereunder. There shall not be in effect any order, decree or injunction (whether preliminary, final or appealable) of a United States Federal federal or state court of competent jurisdiction, and no statute, rule or regulation shall have been enacted or promulgated by any Governmental Entity, which (iA) prohibits or restricts consummation of the Merger or the transactions contemplated hereby, (iiB) requires AIN the Company or Merger Sub to hold separate or dispose of any of the stock or assets of HTV HCP or its subsidiaries or the Surviving Corporation or imposes material limitations on the ability of AIN the Company or Merger Sub to control in any material respect the business, assets or operations of either AIN the Company, Merger Sub or the Surviving CorporationHCP, or (iiiC) has a material adverse effect on the business of AIN the Company or Merger Sub and their Affiliates or on the Surviving Corporation HCP and its subsidiaries or materially impairs the ability of AIN HCP, the Company or Merger Sub to perform its their obligations hereunder.

No Governmental Proceedings or Litigation. There shall not be --------------------------------------------- pending or threatened any action, proceeding, claim or counterclaim by any Governmental Entity or by any third party that seeks to or would (i) prohibit or restrict the consummation of the Merger, (ii) require the disposition of or the holding separate of any of the stock or assets of HTV the Company or its subsidiaries or impose material limitations on the ability of the Surviving Corporation to control in any material respect the business, assets or operations of either the Surviving Corporation or HTVthe Company, or (iii) have a material adverse effect on the Surviving Corporation's business or materially impair the ability of HTV the Company to perform their obligations hereunder. There shall not be in effect any order, decree or injunction (whether preliminary, final or appealable) of a United States Federal or state court of competent jurisdiction, and no statute, rule or regulation shall have been enacted or promulgated by any Governmental Entity, which (i) prohibits or restricts consummation of the Merger or the transactions contemplated hereby, (ii) requires AIN QRI to hold separate or dispose of any of the stock or assets of HTV the Company or its subsidiaries or the Surviving Corporation or imposes material limitations on the ability of AIN QRI to control in any material respect the business, assets or operations of either AIN QRI or the Surviving Corporation, or (iii) has a material adverse effect on the business of AIN QRI or on the Surviving Corporation or materially impairs the ability of AIN QRI to perform its obligations hereunder.

No Governmental Proceedings or Litigation. There shall not be --------------------------------------------- pending or threatened any action, proceeding, claim or counterclaim by any Governmental Entity or by any third party that which seeks to or would (i) prohibit or restrict the consummation of the Merger, (ii) require the disposition of or the holding separate of any of the stock or assets of HTV Matrix or its subsidiaries Subsidiaries or impose material limitations on the ability of the Surviving Corporation Denbury to control in any material respect the business, assets or operations of either the Surviving Corporation Denbury or HTVMatrix, or (iii) have a material adverse effect on the Surviving CorporationDenbury's or Matrix's business or materially impair the ability of HTV Matrix and the Matrix Shareholders to perform their obligations hereunder. There shall not be in effect any order, decree or injunction (whether preliminary, final or appealable) of a United States Federal or state court of competent jurisdiction, and no statute, rule or regulation shall have been enacted or promulgated by any Governmental Entity, which (i) prohibits or restricts consummation of the Merger or the transactions contemplated hereby, (ii) requires AIN Denbury to hold separate or dispose of any of the stock or assets of HTV Matrix or its subsidiaries or the Surviving Corporation or imposes material limitations on the ability of AIN Denbury to control in any material respect the business, assets or operations of either AIN Denbury or the Surviving Corporation, Matrix or (iii) has a material adverse effect on the business of AIN Denbury or on the Surviving Corporation Matrix and its subsidiaries or materially impairs the ability of AIN Denbury to perform its obligations hereunder.

No Governmental Proceedings or Litigation. There shall not be --------------------------------------------- pending ----------------------------------------- or threatened any action, proceeding, claim or counterclaim by any Governmental Entity or by any third party that which seeks to or would (i) prohibit or restrict the consummation of the Merger, (ii) require the disposition of or the holding separate of any of the stock or assets of HTV the Company or its subsidiaries or impose material limitations on the ability of the Surviving Corporation VTEL to control in any material respect the business, assets or operations of either VTEL or the Surviving Corporation or HTVCompany, or (iii) have a material adverse effect on the Surviving CorporationVTEL's business or materially impair the ability of HTV the Company or Merger Sub to perform their obligations hereunder. There shall not be in effect any order, decree or injunction (whether preliminary, final or appealable) of a United States Federal or state court of competent jurisdiction, and no statute, rule or regulation shall have been enacted or promulgated by any Governmental EntityEntity , which (i) prohibits or restricts consummation of the Merger or the transactions contemplated hereby, (ii) requires AIN VTEL to hold separate or dispose of any of the stock or assets of HTV the Company or its subsidiaries or the Surviving Corporation or imposes material limitations on the ability of AIN VTEL to control in any material respect the business, assets or operations of either AIN VTEL or the Surviving CorporationCompany, or (iii) has a material adverse effect on the business of AIN VTEL and its subsidiaries or on the Surviving Corporation Company and its subsidiaries or materially impairs the ability of AIN VTEL or Merger Sub to perform its their obligations hereunder.

No Governmental Proceedings or Litigation. There shall not be --------------------------------------------- pending or threatened any action, proceeding, claim or counterclaim by any Governmental Entity or by any third party that seeks to or would (i) prohibit or restrict the consummation of the Merger, (ii) require the disposition of or the holding separate of any of the stock or assets of HTV Matrix or its subsidiaries Subsidiaries or impose material limitations on the ability of the Surviving Corporation to control in any material respect the business, assets or operations of either the Surviving Corporation or HTVMatrix, or (iii) have a material adverse effect on the Surviving Corporation's business or materially impair the ability of HTV Matrix to perform their its obligations hereunder. There shall not be in effect any order, decree or injunction (whether preliminary, final or appealable) of a United States Federal or state court of competent jurisdiction, and no statute, rule or regulation shall have been enacted or promulgated by any Governmental Entity, which (i) prohibits or restricts consummation of the Merger or the transactions contemplated hereby, (ii) requires AIN Denbury to hold separate or dispose of any of the stock or assets of HTV Matrix or its subsidiaries or the Surviving Corporation or imposes material limitations on the ability of AIN Denbury to control in any material respect the business, assets or operations of either AIN Denbury or the Surviving Corporation, or (iii) has a material adverse effect on the business of AIN Denbury or on the Surviving Corporation or materially impairs the ability of AIN Denbury to perform its obligations hereunder.

No Governmental Proceedings or Litigation. There shall not be --------------------------------------------- pending or threatened any action, proceeding, claim or counterclaim by any Governmental Entity or by any third party that which seeks to or would (i) prohibit or restrict the consummation of the Merger, (ii) require the disposition of or the holding separate of any of the stock or assets of HTV the Company or its subsidiaries or impose material limitations on the ability of the Surviving Corporation QRI to control in any material respect the business, assets or operations of either QRI or the Surviving Corporation or HTVCompany, or (iii) have a material adverse effect on the Surviving CorporationQRI's business or materially impair the ability of HTV the Company to perform their obligations hereunder. There shall not be pending any action, proceeding or claim by any stockholder of MSR based on the provisions of subsections (1) and (2) of Article 11 of MSR's Certificate of Incorporation. There shall not be in effect any order, decree or injunction (whether preliminary, final or appealable) of a United States Federal or state court of competent jurisdiction, and no statute, rule or regulation shall have been enacted or promulgated by any Governmental Entity, which (i) prohibits or restricts consummation of the Merger or the transactions contemplated hereby, (ii) requires AIN QRI to hold separate or dispose of any of the stock or assets of HTV the Company or its subsidiaries or the Surviving Corporation or imposes material limitations on the ability of AIN QRI to control in any material respect the business, assets or operations of either AIN QRI or the Surviving Corporation, Company or (iii) has a material adverse effect on the business of AIN QRI or on the Surviving Corporation Company and its subsidiaries or materially impairs the ability of AIN QRI to perform its obligations hereunder.

No Governmental Proceedings or Litigation. There shall not be --------------------------------------------- pending or threatened any action, proceeding, claim or counterclaim by any Governmental Entity or by any third party that which seeks to or would (i) prohibit or restrict the consummation of the Merger, (ii) require the disposition of or the holding separate of any of the stock or assets of HTV or its subsidiaries or impose material limitations on the ability of the Surviving Corporation AIN to control in any material respect the business, assets or operations of either the Surviving Corporation AIN or HTV, or (iii) have a material adverse effect on the Surviving CorporationAIN's business or materially impair the ability of HTV to perform their obligations hereunder. There shall not be in effect any order, decree or injunction (whether preliminary, final or appealable) of a United States Federal or state court of competent jurisdiction, and no statute, rule or regulation shall have been enacted or promulgated by any Governmental Entity, which (i) prohibits or restricts consummation of the Merger or the transactions contemplated hereby, (ii) requires AIN to hold separate or dispose of any of the stock or assets of HTV or its subsidiaries or the Surviving Corporation or imposes material limitations on the ability of AIN to control in any material respect the business, assets or operations of either AIN or the Surviving Corporation, HTV or (iii) has a material adverse effect on the business of AIN or on the Surviving Corporation HTV and its subsidiaries or materially impairs the ability of AIN to perform its obligations hereunder.