Common use of Acquisitions and Divestitures Clause in Contracts

Acquisitions and Divestitures. The Company shall not, and shall ----------------------------- not permit any of its Subsidiaries to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial equity interest in or a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire or agree to acquire any assets (other than the acquisition of assets used in the operations of the business of the Company and its Subsidiaries in the ordinary course); provided, however, that the foregoing shall not prohibit (x) internal reorganizations or consolidations involving existing wholly owned Subsidiaries of the Company or (y) the creation of new Subsidiaries of the Company organized to conduct or continue activities otherwise permitted by this Agreement that in the case of clause (x) and (y) would not otherwise be prohibited by or result in a breach of any other provision of this Section 4.1. Other than (i) internal reorganizations or consolidations involving existing wholly owned Subsidiaries of the Company and (ii) as may be required by or in conformance with law or regulation in order to permit or facilitate the consummation of the Transactions contemplated hereby, the Company shall not, and shall not permit any wholly owned Subsidiary of the Company to, sell, lease, encumber or otherwise dispose of, or agree to sell, lease, encumber or otherwise dispose of, any of its assets (including capital stock of wholly owned Subsidiaries of the Company) which are material, individually or in the aggregate, to the Company other than sales of inventory in the ordinary course of business.

Acquisitions and Divestitures. The Company shall not, and shall ----------------------------- not permit any of its Subsidiaries to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial equity interest in or a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire or agree to acquire any assets (other than the acquisition of assets used in the operations of the business of the Company and its Subsidiaries in the ordinary course); provided, however, that the foregoing shall not prohibit (x) internal reorganizations or consolidations involving existing wholly owned Subsidiaries of the Company or (y) the creation of new Subsidiaries of the Company organized to conduct or continue activities otherwise permitted by this Agreement and that in the case of clause (x) and (y) would not otherwise be prohibited by or result in a breach of any other provision of this Section 4.16.01. Other than (i) internal reorganizations or consolidations involving existing wholly owned Subsidiaries of the Company and Company, (ii) as may be required by or in conformance with law or regulation in order to permit or facilitate the consummation of the Transactions transactions contemplated herebyhereby or (iii) as set forth in Section 6.01(e) of the Disclosure Letter, the Company shall not, and shall not permit any wholly owned Subsidiary of the Company to, sell, lease, encumber or otherwise dispose of, or agree to sell, lease, encumber or otherwise dispose of, any of its assets (including capital stock of wholly owned Subsidiaries of the Company) which are material, individually or in the aggregate, to the Company other than sales of inventory in the ordinary course of business.

Acquisitions and Divestitures. The Company Parent shall not, and shall ----------------------------- not permit any of its Subsidiaries to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial equity interest in or a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire or agree to acquire any assets (other than the acquisition of assets used in the operations of the business of the Company Parent and its Subsidiaries in the ordinary course); provided, however, that the foregoing shall not prohibit (x) internal reorganizations or consolidations involving existing wholly owned Subsidiaries of the Company Parent or (y) the creation of new Subsidiaries of the Company Parent organized to conduct or continue activities otherwise permitted by this Agreement and that in the case of clause (x) and (y) would not otherwise be prohibited by or result in a breach of any other provision of this Section 4.16.02. Other than (i) internal reorganizations or consolidations involving existing wholly owned Subsidiaries of the Company Parent and (ii) as may be required by or in conformance with law or regulation in order to permit or facilitate the consummation of the Transactions transactions contemplated hereby, the Company Parent shall not, and shall not permit any wholly owned Subsidiary of the Company Parent to, sell, lease, encumber or otherwise dispose of, or agree to sell, lease, encumber or otherwise dispose of, any of its assets (including capital stock of wholly owned Subsidiaries of the CompanyParent) which are material, individually or in the aggregate, to the Company Parent other than sales of inventory in the ordinary course of business.

Acquisitions and Divestitures. The Company shall not, and shall ----------------------------- not permit any of its Subsidiaries to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial equity interest in or a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire or agree to acquire any assets (other than the acquisition of assets used in the operations of the business of the Company and its Subsidiaries in the ordinary course); provided, however, that the foregoing shall not prohibit (x) internal reorganizations or consolidations involving existing wholly owned Subsidiaries of the Company or (y) the creation of new Subsidiaries of the Company organized to conduct or continue activities otherwise permitted by this Agreement that in the case of clause (x) and (y) would not otherwise be prohibited by or result in a breach of any other provision of this Section 4.1. Other than (i) internal reorganizations or consolidations involving existing wholly owned Subsidiaries of the Company and (ii) as may be required by or in conformance with law or regulation in order to permit or facilitate the consummation of the Transactions contemplated hereby, the Company shall not, and shall not permit any wholly owned Subsidiary of the Company to, sell, lease, encumber or otherwise dispose of, or agree to sell, lease, encumber or otherwise dispose of, any of its assets (including capital stock of wholly owned Subsidiaries of the Company) which are material, individually or in the aggregate, to the Company other than sales of inventory in the ordinary course of business.

Acquisitions and Divestitures. The Company shall not, and shall ----------------------------- not permit any of its Subsidiaries to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial equity interest in or a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire or agree to acquire any assets (other than the acquisition of assets used in the operations of the business of the Company and its Subsidiaries in the ordinary course); provided, however, that the foregoing shall not prohibit (x) internal reorganizations or consolidations involving existing wholly owned Subsidiaries of the Company or (y) the creation of new Subsidiaries of the Company organized to conduct or continue activities otherwise permitted by this Agreement and that in the case of clause (x) and (y) would not otherwise be prohibited by or result in a breach of any other provision of this Section 4.16.01. Other than (i) internal reorganizations or consolidations involving existing wholly owned Subsidiaries of the Company and Company, (ii) as may be required by or in conformance with law or regulation in order to permit or facilitate the consummation of the Transactions transactions contemplated herebyhereby or (iii) as set forth in Section 6.01(e) of the Disclosure Letter, the Company shall not, and shall not permit any wholly owned Subsidiary of the Company to, sell, lease, encumber or otherwise dispose of, or agree to sell, lease, encumber or otherwise dispose of, any of its assets (including capital stock of wholly owned Subsidiaries of the Company) which are material, individually or in the aggregate, to the Company other than sales of inventory in the ordinary course of business.