Common use of Divestitures Clause in Contracts

Divestitures. To the extent necessary to obtain clearance of the Transactions pursuant to the HSR Act, each of Parent and Merger Sub (and their respective Affiliates, if applicable) shall offer, negotiate, commit to and effect, by consent decree, hold separate order or otherwise, (i) the sale, divestiture, license or other disposition of any and all of the capital stock or other equity or voting interests, assets (whether tangible or intangible), rights, products or businesses of the Company and its Subsidiaries; and (ii) any other restrictions on the activities of the Company and its Subsidiaries. Notwithstanding the foregoing or anything to the contrary in this Agreement, (A) none of Parent, Merger Sub nor any of their Affiliates shall be required to: (1) contest, defend and appeal any Legal Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions or (2) offer, negotiate, commit to, or effect any sale, divestiture, license, disposal or holding separate or any other restriction that would, individually or in the aggregate, reasonably be expected to have a Burdensome Effect, and (B) the Company shall not, and shall cause its Subsidiaries to not, take any action contemplated by this Section 6.2(b) without the prior written consent of Parent. “Burdensome Effect” means (I) any sale, divestiture, license, disposal or holding separate of any capital stock or other equity or voting interests, assets (whether tangible or intangible), rights, products or businesses of Parent or any of its Subsidiaries or Affiliates (other than, from and after the Closing, the Company and its Subsidiaries) or any other restriction on the activities of Parent or any of its Subsidiaries or Affiliates (other than, from and after the Closing, the Company and its Subsidiaries) or (II) a material and adverse effect on (x) the assets (whether tangible or intangible), rights, products, operations, results or businesses of the Company and its Subsidiaries, taken as a whole, or (y) the benefits that Parent and its Affiliates expect to obtain from the consummation of the Transactions (assuming for such purposes that none of the actions described in the first sentence of this this Section 6.2(b) are taken). The Company shall, and shall cause its Subsidiaries to, fully cooperate with Parent and Merger Sub and their respective Affiliates with respect to the matters contemplated by this Section 6.2; provided, however, that the foregoing shall not require the Company or any of its Subsidiaries to agree to any sale, divestiture, license or other disposition, or any restriction on its or its Subsidiaries’ activities, unless the consummation thereof is conditioned upon the occurrence of the Closing.

Divestitures. To In furtherance and not in limitation of the foregoing, if and to the extent necessary to obtain clearance of the Transactions pursuant to the HSR ActAct and any other Antitrust Laws applicable to the Transactions, each of Parent and Merger Sub (shall, and shall cause their respective AffiliatesAffiliates to, if applicable(i) shall offer, negotiate, commit to and effect, by consent decree, hold separate order order, settlement, undertaking, stipulation or otherwise, (iA) the sale, divestiture, license or other disposition of any and all of the capital stock or other equity or voting interests, assets (whether tangible or intangible), rights, products or businesses of the Company and its Subsidiaries; and (ii) any other restrictions on the activities of the Company and its Subsidiaries. Notwithstanding the foregoing or anything to the contrary in this Agreement, (A) none of Parent, Merger Sub nor any of their Affiliates shall be required to: (1) contest, defend and appeal any Legal Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions or (2) offer, negotiate, commit to, or effect any sale, divestiture, license, disposal or holding separate or any other restriction that would, individually or in the aggregate, reasonably be expected to have a Burdensome Effect, and (B) the Company shall not, and shall cause its Subsidiaries to not, take any action contemplated by this Section 6.2(b) without the prior written consent of Parent. “Burdensome Effect” means (I) any sale, divestiture, license, disposal or holding separate of any capital stock or other equity or voting interestsinterest, assets (whether tangible or intangible), rights, products or businesses of Parent or any of its Subsidiaries or Affiliates and Merger Sub (other thanand their respective Affiliates, from if applicable), on the one hand, and after the Closing, the Company Group, on the other hand; (B) the termination, amendment or assignment of existing relationships or contractual rights or obligation of Parent and its SubsidiariesMerger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company Group, on the other hand; (C) the change or modification of any course of conduct regarding future operations of Parent and Merger Sub (and their respective Affiliates), on the one hand, and the Company Group, on the other hand; and (D) any other restriction restrictions on the activities of Parent and Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company Group, on the other hand, with respect to, or their ability to retain, one or more of their respective businesses, assets or rights or interests therein (each of the actions in the foregoing clauses (A) through (D), a “Regulatory Condition”); and (ii) contest, defend and appeal any Legal Proceedings, whether judicial or administrative, brought or threatened to be brought by any Person (including any Governmental Authority) in order to avoid entry of, or to have vacated, lifted or terminated, any order of any kind or nature that would prevent the consummation of the Transactions from occurring prior to the Termination Date. Except as expressly provided for under this Section 6.2, all such efforts shall be unconditional and shall not be qualified in any manner and no actions taken pursuant to this Section 6.2 shall be considered for purposes of determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur. If any Regulatory Condition agreed to by Parent requires action by or with respect to the Company or its Subsidiaries or Affiliates (other thanits or their businesses or assets, from and after such action would constitute a breach of this Agreement, Parent hereby consents to the Closing, taking of such action by the Company and its Subsidiaries) Subsidiaries to the extent required by such Regulatory Condition. Notwithstanding anything to the contrary in this Agreement, in no event will Parent or (II) a material Merger Sub be obligated pursuant to this Agreement to, and adverse effect on (x) the Company will not without the written consent of Parent, sell, divest, license or hold separate any capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products, operations, results products or businesses of the Company and its Subsidiaries, taken as a wholebusinesses, or (y) the benefits that Parent and its Affiliates expect to obtain from the consummation of the Transactions (assuming for such purposes that none of the actions described in the first sentence of this this Section 6.2(b) are taken). The Company shall, and shall cause its Subsidiaries to, fully cooperate with Parent and Merger Sub and their respective Affiliates with respect take or commit to the matters contemplated by this Section 6.2; provided, however, that the foregoing shall not require the Company or take any of its Subsidiaries to agree to any sale, divestiture, license or other disposition, or any restriction on its or its Subsidiaries’ activitiesaction, unless the consummation thereof or such transaction or effectiveness of such action is conditioned upon the occurrence of the Closing.

Divestitures. To In furtherance and not in limitation of the foregoing, if and to the extent necessary to obtain clearance of the Transactions Merger pursuant to the HSR ActAct and any other Antitrust Laws set forth in Section 7.1(b) of the Company Disclosure Letter, each of Parent and Merger Sub (and their respective Affiliates) will and, if applicablesolely to the extent requested by Parent, the Company and its Affiliates will: (i) shall offer, negotiate, commit to and effect, by consent decree, hold separate order or otherwise, (iA) the sale, divestiture, license or other disposition of any and all of the capital stock or other equity or voting interestsinterest, assets (whether tangible or intangible), rights, products or businesses of the Company and its Subsidiaries; and (iiB) any other restrictions on the activities of the Company and its Subsidiaries. Notwithstanding the foregoing or anything to the contrary in this Agreement, ; and (A) none of Parent, Merger Sub nor any of their Affiliates shall be required to: (1ii) contest, defend and appeal any Legal Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions Merger. Notwithstanding the foregoing, Parent will not be required, either pursuant to this Section 6.2(b) or (2) otherwise, to offer, negotiate, commit to, effect or effect otherwise take any saleaction with respect to the Company and its Subsidiaries or their respective businesses, divestitureproduct lines, licenseassets, disposal permits, operations, rights, or holding separate or any other restriction that would, individually or in the aggregate, interest therein if taking such action would reasonably be expected to have a Burdensome Effectbe materially adverse to the business, and (B) financial condition or results of operations of the Company shall not, and shall cause its Subsidiaries taken as a whole. For the avoidance of doubt, Parent will not be required, either pursuant to not, take any action contemplated by this Section 6.2(b) without or otherwise, to offer, negotiate, commit to, effect or otherwise take any action with respect to the prior written consent of Parent. “Burdensome Effect” means (I) any sale, divestiture, license, disposal or holding separate of any capital stock or other equity or voting interests, assets (whether tangible or intangible), rights, products or businesses of Parent or any of its Subsidiaries Affiliates or Affiliates their respective businesses, product lines, assets, permits, operations, rights, or interest therein (other than, from and after the Closing, than with respect to the Company and its SubsidiariesSubsidiaries to the extent required by this Section 6.2(b)) or any other restriction if taking such action would reasonably be expected to (A) have a material impact on the activities benefits expected to be derived from the Merger by Parent or (B) have more than an immaterial impact on any business or product line of Parent or any of its Subsidiaries or Affiliates (other than, from and after the Closing, the Company and its Subsidiaries) or (II) a material and adverse effect on (x) the assets (whether tangible or intangible), rights, products, operations, results or businesses of the Company and its Subsidiaries, taken as a whole, or (y) the benefits that Parent and its Affiliates expect to obtain from the consummation of the Transactions (assuming for such purposes that none of the actions described in the first sentence of this this Section 6.2(b) are taken). The Company shall, and shall cause its Subsidiaries to, fully cooperate with Parent and Merger Sub and their respective Affiliates with respect to the matters contemplated by this Section 6.2; provided, however, that the foregoing shall not require the Company or any of its Subsidiaries to agree to any sale, divestiture, license or other disposition, or any restriction on its or its Subsidiaries’ activities, unless the consummation thereof is conditioned upon the occurrence of the Closing.

Divestitures. To In furtherance and not in limitation of the foregoing, if and to the extent necessary to obtain clearance of the Transactions Merger pursuant to the HSR ActAct and any other Antitrust Laws applicable to the Merger, each of Parent and Merger Sub (and their respective Affiliates, if applicable) shall will (i) offer, negotiate, commit to and effect, by consent decree, hold separate order or otherwise, (iA) the sale, divestiture, license or other disposition of any and all of the capital stock or other equity or voting interestsinterest, assets (whether tangible or intangible), rights, products or businesses of Parent and Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company and its Subsidiaries, on the other hand; and (iiB) any other restrictions on the activities of Parent and Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company and its Subsidiaries. Notwithstanding , on the foregoing or anything to the contrary in this Agreement, other hand; and (A) none of Parent, Merger Sub nor any of their Affiliates shall be required to: (1ii) contest, defend and appeal any Legal Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions Merger. Notwithstanding anything to the contrary in this Agreement, in no event will Parent or (2) offer, negotiate, commit Merger Sub be obligated pursuant to this Agreement to, or effect any sale, divestiture, license, disposal or holding separate or any other restriction that would, individually or in the aggregate, reasonably be expected to have a Burdensome Effect, and (B) the Company shall not, and shall cause its Subsidiaries to not, take any action contemplated by this Section 6.2(b) will not without the prior written consent of Parent. “Burdensome Effect” means (I) any sale, divestituresell, licensedivest, disposal license or holding hold separate of any capital stock or other equity or voting interestsinterest, assets (whether tangible or intangible), rights, products or businesses businesses, or to take or commit to take any action, that would be reasonably likely to (1) materially adversely impact the benefits expected to be derived by Parent as a result of the Merger; or (2) impose material limitations on the ownership by Parent or any of its Subsidiaries of all or Affiliates (other than, from and after the Closing, the Company and its Subsidiaries) or any other restriction on the activities of Parent or any of its Subsidiaries or Affiliates (other than, from and after the Closing, the Company and its Subsidiaries) or (II) a material and adverse effect on (x) the assets (whether tangible or intangible), rights, products, operations, results or businesses portion of the Company and its Subsidiaries, taken as a whole, Company's business or (y) the benefits that Parent and its Affiliates expect to obtain from the consummation of the Transactions (assuming for such purposes that none of the actions described in the first sentence of this this Section 6.2(b) are taken). The Company shall, and shall cause its Subsidiaries to, fully cooperate with Parent and Merger Sub and their respective Affiliates with respect to the matters contemplated by this Section 6.2; provided, however, that the foregoing shall not require the Company or any of its Subsidiaries to agree to any sale, divestiture, license or other disposition, or any restriction on its or its Subsidiaries’ activities, unless the consummation thereof is conditioned upon the occurrence of the Closingassets.

Divestitures. To In furtherance and not in limitation of the foregoing, if and to the extent necessary to obtain clearance of the Transactions Merger pursuant to the HSR ActAct and any other Antitrust Laws applicable to the Merger, each of Parent and Merger Sub (and their respective Affiliates, if applicable) shall will (i) offer, negotiate, commit to and effect, by consent decree, hold separate order or otherwise, (iA) the sale, divestiture, license or other disposition of any and all of the capital stock or other equity or voting interestsinterest, assets (whether tangible or intangible), rights, products or businesses of Parent and Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company and its Subsidiaries, on the other hand; and (iiB) any other restrictions on the activities of Parent and Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company and its Subsidiaries. Notwithstanding , on the foregoing or anything to the contrary in this Agreement, other hand; and (A) none of Parent, Merger Sub nor any of their Affiliates shall be required to: (1ii) contest, defend and appeal any Legal Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions Merger. Notwithstanding the foregoing, in no event will Parent or (2) offer, negotiate, commit Merger Sub be obligated pursuant to this Agreement to, or effect any sale, divestiture, license, disposal or holding separate or any other restriction that would, individually or in the aggregate, reasonably be expected to have a Burdensome Effect, and (B) the Company shall not, and shall cause its Subsidiaries to not, take any action contemplated by this Section 6.2(b) will not without the prior written consent of Parent. “Burdensome Effect” means (I) any sale, divestituresell, licensedivest, disposal license or holding hold separate of any capital stock or other equity or voting interestsinterest, assets (whether tangible or intangible), rights, products or businesses businesses, or to take or commit to take any action, that would be reasonably likely to (1) materially adversely impact the benefits expected to be derived by Parent as a result of the Merger; or (2) impose material limitations on the ownership by Parent or any of its Subsidiaries of all or Affiliates (other than, from and after the Closing, the Company and its Subsidiaries) or any other restriction on the activities of Parent or any of its Subsidiaries or Affiliates (other than, from and after the Closing, the Company and its Subsidiaries) or (II) a material and adverse effect on (x) the assets (whether tangible or intangible), rights, products, operations, results or businesses portion of the Company and its Subsidiaries, taken as a whole, Company’s business or (y) the benefits that Parent and its Affiliates expect to obtain from the consummation of the Transactions (assuming for such purposes that none of the actions described in the first sentence of this this Section 6.2(b) are taken). The Company shall, and shall cause its Subsidiaries to, fully cooperate with Parent and Merger Sub and their respective Affiliates with respect to the matters contemplated by this Section 6.2; provided, however, that the foregoing shall not require the Company or any of its Subsidiaries to agree to any sale, divestiture, license or other disposition, or any restriction on its or its Subsidiaries’ activities, unless the consummation thereof is conditioned upon the occurrence of the Closingassets.

Divestitures. To In furtherance and not in limitation of the foregoing, if and to the extent necessary to obtain clearance of the Transactions pursuant to the HSR ActAct and any other Antitrust Laws applicable to the Transactions, each of Parent and Merger Sub (shall, and shall cause their respective Affiliatescontrolled Affiliates (which, if applicablefor the avoidance of doubt, shall include the Company and its Subsidiaries from and after the Closing) shall to, (i) offer, negotiate, commit to and effect, by consent decree, hold separate order order, settlement, undertaking, stipulation or otherwise, (iA) the sale, divestiture, license or other disposition of any and all of the capital stock or other equity or voting interests, assets (whether tangible or intangible), rights, products or businesses of the Company and its Subsidiaries; and (ii) any other restrictions on the activities of the Company and its Subsidiaries. Notwithstanding the foregoing or anything to the contrary in this Agreement, (A) none of Parent, Merger Sub nor any of their Affiliates shall be required to: (1) contest, defend and appeal any Legal Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions or (2) offer, negotiate, commit to, or effect any sale, divestiture, license, disposal or holding separate or any other restriction that would, individually or in the aggregate, reasonably be expected to have a Burdensome Effect, and (B) the Company shall not, and shall cause its Subsidiaries to not, take any action contemplated by this Section 6.2(b) without the prior written consent of Parent. “Burdensome Effect” means (I) any sale, divestiture, license, disposal or holding separate of any capital stock or other equity or voting interestsinterest, assets (whether tangible or intangible), rights, products or businesses of Parent or any of its Subsidiaries or Affiliates and Merger Sub (other thanand their respective controlled Affiliates, from if applicable), on the one hand, and after the Closing, the Company Group, on the other hand; (B) the termination, amendment or assignment of existing relationships or contractual rights or obligation of Parent and its SubsidiariesMerger Sub (and their respective controlled Affiliates, if applicable), on the one hand, and the Company Group, on the other hand; (C) the change or modification of any course of conduct regarding future operations of Parent and Merger Sub (and their respective controlled Affiliates), on the one hand, and the Company Group, on the other hand; and (D) any other restriction restrictions on the activities of Parent and Merger Sub (and their respective controlled Affiliates, if applicable), on the one hand, and the Company Group, on the other hand, with respect to, or their ability to retain, one or more of their respective businesses, assets or rights or interests therein (each of the actions in the foregoing clauses (A) through (D), a “Regulatory Condition”); and (ii) contest, defend and appeal any Legal Proceedings, whether judicial or administrative, brought or threatened to be brought by any Person (including any Governmental Authority) under applicable Antitrust Laws in order to avoid entry of, or to have vacated, lifted or terminated, any order of any kind or nature that would prevent the consummation of the Transactions from occurring prior to the Termination Date. Except as expressly provided for under this Section 6.2, and except that any actions may be conditioned upon the consummation of the Closing, all such efforts shall be unconditional and shall not be qualified in any manner and no actions taken pursuant to this Section 6.2 shall be considered for purposes of determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur. If any Regulatory Condition agreed to by Parent requires action by or with respect to the Company or its Subsidiaries or Affiliates (other thanits or their businesses or assets, from and after such action would constitute a breach of this Agreement, Parent hereby consents to the Closing, taking of such action by the Company and its Subsidiaries) Subsidiaries to the extent required by such Regulatory Condition. Notwithstanding anything to the contrary in this Agreement, in no event will Parent or (II) a material Merger Sub be obligated pursuant to this Agreement to, and adverse effect on (x) the Company will not without the written consent of Parent, sell, divest, license or hold separate any capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products, operations, results products or businesses of the Company and its Subsidiaries, taken as a wholebusinesses, or (y) the benefits that Parent and its Affiliates expect to obtain from the consummation of the Transactions (assuming for such purposes that none of the actions described in the first sentence of this this Section 6.2(b) are taken). The Company shall, and shall cause its Subsidiaries to, fully cooperate with Parent and Merger Sub and their respective Affiliates with respect take or commit to the matters contemplated by this Section 6.2; provided, however, that the foregoing shall not require the Company or take any of its Subsidiaries to agree to any sale, divestiture, license or other disposition, or any restriction on its or its Subsidiaries’ activitiesaction, unless the consummation thereof of such transaction or effectiveness of such action is conditioned upon the occurrence of the Closing.

Divestitures. To In furtherance and not in limitation of the foregoing, if and to the extent necessary to obtain clearance of the Transactions Merger pursuant to the HSR ActAct and any other Antitrust Laws applicable to the Merger, each of Parent and Merger Sub (and their respective controlled Affiliates, if applicable) shall will (i) offer, negotiate, commit to and effect, by consent decree, hold separate order or otherwise, (iA) the sale, divestiture, license or other disposition of any and all of the capital stock or other equity or voting interests, assets (whether tangible or intangible), rights, products or businesses of the Company and its Subsidiaries; and (iiB) any other restrictions on the activities of the Company and its Subsidiaries. Notwithstanding the foregoing or anything to the contrary in this Agreement, ; and (A) none of Parent, Merger Sub nor any of their Affiliates shall be required to: (1ii) contest, defend and appeal any Legal Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions Merger. Notwithstanding anything to the contrary in this Agreement, in no event will Parent or (2) offer, negotiate, commit to, or effect any sale, divestiture, license, disposal or holding separate or any other restriction that would, individually or in the aggregate, reasonably Merger Sub be expected obligated pursuant to have a Burdensome Effectthis Agreement, and (B) the Company shall not, and shall cause its Subsidiaries to not, take any action contemplated by this Section 6.2(b) will not without the prior written consent of Parent. “Burdensome Effect” means , to (I1) any salesell, divestituredivest, license, disposal license or holding hold separate of any capital stock or other equity or voting interests, assets (whether tangible or intangible), rights, products or businesses businesses; or (2) to take, or commit to take any action that, in each case, would be reasonably likely to (a) materially adversely impact the benefits expected to be derived by Parent as a result of the Merger; or (b) impose material limitations on the ownership by Parent or any of its Subsidiaries of all or Affiliates (other than, from and after the Closing, the Company and its Subsidiaries) or any other restriction on the activities of Parent or any of its Subsidiaries or Affiliates (other than, from and after the Closing, the Company and its Subsidiaries) or (II) a material and adverse effect on (x) the assets (whether tangible or intangible), rights, products, operations, results or businesses portion of the Company and its Subsidiaries, taken as a whole, Company’s business or (y) the benefits that Parent and its Affiliates expect to obtain from the consummation of the Transactions (assuming for such purposes that none of the actions described in the first sentence of this this Section 6.2(b) are taken). The Company shall, and shall cause its Subsidiaries to, fully cooperate with Parent and Merger Sub and their respective Affiliates with respect to the matters contemplated by this Section 6.2; provided, however, that the foregoing shall not require the Company or any of its Subsidiaries to agree to any sale, divestiture, license or other disposition, or any restriction on its or its Subsidiaries’ activities, unless the consummation thereof is conditioned upon the occurrence of the Closingassets.