Common use of No Governmental Proceedings Clause in Contracts

No Governmental Proceedings. There shall not be pending or threatened any suit, action or proceeding by any Governmental Entity, (i) challenging the acquisition by Time Warner, Time Warner Canada, Sony or Sony Canada or any of their respective subsidiaries or affiliates of any Holdco Common Stock or CDnow Common Stock, seeking to restrain or prohibit the consummation of the Transactions or seeking to obtain from Time Warner, Time Warner Canada, Sony, Sony Canada, any Columbia House Entity or CDnow any damages that are material in relation to CDnow and the CDnow Subsidiaries taken as a whole, (ii) seeking to prohibit or limit the ownership or operation by Holdco, CDnow, any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates of any material portion of the business or assets of Holdco, CDnow, any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates, or to compel Holdco, CDnow, any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates to dispose of or hold separate any material portion of the business or assets of Holdco, CDnow, any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates, as a result of the Merger or any other Transaction, (iii) seeking to impose limitations on the ability of Holdco, Time Warner, Time Warner Canada, Sony or Sony Canada, or any of their respective subsidiaries or affiliates, to acquire or hold, or exercise full rights of ownership of, any equity interests in Holdco, CDnow, any Columbia House Entity or any of their respective subsidiaries, including limitations on the ability of Time Warner, Time Warner Canada, Sony or Sony Canada, or any of their respective subsidiaries or affiliates, to vote Holdco Common Stock or instruct the voting trustee as to voting the Voting Preferred Share on all matters properly presented to the stockholders of Holdco, or limitations on the ability of Holdco to vote CDnow Common Stock on all matters properly presented to the shareholders of CDnow, (iv) seeking to prohibit Time Warner or Sony or any of their respective subsidiaries or affiliates from effectively controlling in any material respect the business or operations of Holdco, CDnow, any Columbia House Entity, and their respective subsidiaries or affiliates or (v) which otherwise is reasonably likely to have a CDnow Material Adverse Effect; provided, however, that the provisions of this Section 9.02(b) shall not be applicable to any suit, action or proceeding by any Mexican Governmental Entity.