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 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 the Company or its subsidiaries or impose material limitations on the ability of VTEL to CORPDAL:59869.4 22768-00022 53 control in any material respect the business, assets or operations of either VTEL or the Company, or (iii) have a material adverse effect on VTEL's business or materially impair the ability of 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 Entity , which (i) prohibits or restricts consummation of the Merger or the transactions contemplated hereby, (ii) requires VTEL to hold separate or dispose of any of the stock or assets of the Company or its subsidiaries or imposes material limitations on the ability of VTEL to control in any material respect the business, assets or operations of either VTEL or the Company, or (iii) has a material adverse effect on the business of VTEL and its subsidiaries or on the Company and its subsidiaries or materially impairs the ability of VTEL or Merger Sub to perform 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 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 the Company HTV or its subsidiaries or impose material limitations on the ability of VTEL AIN to CORPDAL:59869.4 22768-00022 53 control in any material respect the business, assets or operations of either VTEL AIN or the CompanyHTV, or (iii) have a material adverse effect on VTELAIN's business or materially impair the ability of the Company or Merger Sub 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 Entity, which (i) prohibits or restricts consummation of the Merger or the transactions contemplated hereby, (ii) requires VTEL AIN to hold separate or dispose of any of the stock or assets of the Company HTV or its subsidiaries or imposes material limitations on the ability of VTEL AIN to control in any material respect the business, assets or operations of either VTEL AIN or the Company, HTV or (iii) has a material adverse effect on the business of VTEL and its subsidiaries AIN or on the Company HTV and its subsidiaries or materially impairs the ability of VTEL or Merger Sub AIN to perform their 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 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 the Company or its subsidiaries or impose material limitations on the ability of VTEL to CORPDAL:59869.4 22768-00022 53 control in any material respect the business, assets or operations of either VTEL or the Company, or (iii) have a material adverse effect on VTEL's business or materially impair the ability of 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 Entity , which (i) prohibits or restricts consummation of the Merger or the transactions contemplated hereby, (ii) requires VTEL to hold separate or dispose of any of the stock or assets of the Company or its subsidiaries or imposes material limitations on the ability of VTEL to control in any material respect the business, assets or operations of either VTEL or the Company, or (iii) has a material adverse effect on the business of VTEL and its subsidiaries or on the Company and its subsidiaries or materially impairs the ability of VTEL or Merger Sub to perform 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 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 the Company or its subsidiaries or impose material limitations on the ability of VTEL QRI to CORPDAL:59869.4 22768-00022 53 control in any material respect the business, assets or operations of either VTEL QRI or the Company, or (iii) have a material adverse effect on VTELQRI's business or materially impair the ability of the Company or Merger Sub 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 Entity, which (i) prohibits or restricts consummation of the Merger or the transactions contemplated hereby, (ii) requires VTEL QRI to hold separate or dispose of any of the stock or assets of the Company or its subsidiaries or imposes material limitations on the ability of VTEL QRI to control in any material respect the business, assets or operations of either VTEL QRI or the Company, Company or (iii) has a material adverse effect on the business of VTEL and its subsidiaries QRI or on the Company and its subsidiaries or materially impairs the ability of VTEL or Merger Sub QRI to perform their 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 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 the Company HCP or its subsidiaries or impose material limitations on the ability of VTEL the Company, Merger Sub to CORPDAL:59869.4 22768-00022 53 control in any material respect the business, assets or operations of either VTEL the Company or the CompanyMerger Sub or HCP, or (iii) have a material adverse effect on VTELthe Company's or Merger Sub's business or materially impair the ability of 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 Entity, which (iA) prohibits or restricts consummation of the Merger or the transactions contemplated hereby, (iiB) requires VTEL the Company or Merger Sub to hold separate or dispose of any of the stock or assets of the Company HCP or its subsidiaries or imposes material limitations on the ability of VTEL the Company or Merger Sub to control in any material respect the business, assets or operations of either VTEL or the Company, Merger Sub or HCP, or (iiiC) has a material adverse effect on the business of VTEL the Company or Merger Sub and its subsidiaries their Affiliates or on the Company HCP and its subsidiaries or materially impairs the ability of VTEL HCP, the Company or Merger Sub to perform 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 which 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 the Company HTV or its subsidiaries or impose material limitations on the ability of VTEL the Surviving Corporation to CORPDAL:59869.4 22768-00022 53 control in any material respect the business, assets or operations of either VTEL the Surviving Corporation or the CompanyHTV, or (iii) have a material adverse effect on VTELthe Surviving Corporation's business or materially impair the ability of the Company or Merger Sub 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 Entity, which (i) prohibits or restricts consummation of the Merger or the transactions contemplated hereby, (ii) requires VTEL AIN to hold separate or dispose of any of the stock or assets of the Company HTV or its subsidiaries or the Surviving Corporation or imposes material limitations on the ability of VTEL AIN to control in any material respect the business, assets or operations of either VTEL AIN or the CompanySurviving Corporation, or (iii) has a material adverse effect on the business of VTEL and its subsidiaries AIN or on the Company and its subsidiaries Surviving Corporation or materially impairs the ability of VTEL or Merger Sub AIN to perform their 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 which 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 the Company or its subsidiaries or impose material limitations on the ability of VTEL the Surviving Corporation to CORPDAL:59869.4 22768-00022 53 control in any material respect the business, assets or operations of either VTEL the Surviving Corporation or the Company, or (iii) have a material adverse effect on VTELthe Surviving Corporation's business or materially impair the ability of 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 Entity Entity, which (i) prohibits or restricts consummation of the Merger or the transactions contemplated hereby, (ii) requires VTEL QRI to hold separate or dispose of any of the stock or assets of the Company or its subsidiaries or the Surviving Corporation or imposes material limitations on the ability of VTEL QRI to control in any material respect the business, assets or operations of either VTEL QRI or the CompanySurviving Corporation, or (iii) has a material adverse effect on the business of VTEL and its subsidiaries QRI or on the Company and its subsidiaries Surviving Corporation or materially impairs the ability of VTEL or Merger Sub QRI to perform their its obligations hereunder.