This excerpt taken from the VRSN 8-K filed Nov 23, 2005.
(d) Non-Solicitation/No-Hire Agreements, in substantially the form of Exhibit H (the Non-Solicitation/No-Hire Agreement), duly executed by each of individuals identified in Schedule 5.6(d);
(e) a Trademark License Agreement, in substantially the form of Exhibit I (the Trademark License Agreement), duly executed by Seller;
(f) if Purchaser has made the Stock Payment Election, the Investor Certification, duly executed by Seller;
(g) the Bill of Sale and Assignment and Assumption Agreement, duly executed by Seller and any Subsidiary of Seller that holds any right, title or interest in or to any Transferred Asset immediately prior to the Closing;
(h) a certificate (the Seller Closing Certificate) duly executed by Seller to the effect that: (i) the conditions set forth in Sections 5.1, 5.2 and 5.4 have been satisfied; and (ii) the condition set forth in Section 5.7 has been satisfied to the extent that it relates to Proceedings to which Seller or any Subsidiary of Seller is or is threatened to be a party or in which Seller or any Subsidiary of Seller is or is threatened to be a participant;
(i) recordable assignment agreements with respect to the Transferred Patents and such bills of sale, endorsements, assignments, business transfer agreements and other documents as may be reasonably necessary or appropriate to assign, convey, transfer and deliver to Purchaser or an affiliate of Purchaser good and valid title to the Transferred Assets free and clear of any Encumbrances; and
(j) such other documents as Purchaser may reasonably request for the purpose of evidencing the satisfaction of any condition set forth in this Section 5.
5.7 No Proceedings. There shall not be pending or threatened any Proceeding: (a) challenging or seeking to restrain or prohibit any of the Transactions; (b) seeking material damages, or other relief that would reasonably be expected to be material, from Purchaser or any of its affiliates in connection with any of the Transactions; or (c) that would reasonably be expected to have the effect of preventing, materially delaying, making
illegal or otherwise materially interfering with any of the Transactions; provided, however, that Parent and Purchaser shall not be permitted to assert that the condition set forth in this Section 5.7 is not satisfied with respect to any Proceeding brought or threatened by any non-Governmental Body that arises or results from any action or omission by or on behalf of Parent or Purchaser, other than the execution and delivery of this Agreement.
5.8 No Prohibition. No temporary restraining order, preliminary or permanent injunction or other Order preventing the consummation of any of the Transactions shall have been issued by any court of competent jurisdiction and remain in effect, and there shall not be any Legal Requirement enacted or deemed applicable to any of the Transactions that makes consummation of the Transactions illegal.