No Acquisitions. Other than (i) pursuant to the PNU Stock Option Agreement, (ii) acquisitions disclosed on the Monsanto Disclosure Schedule and (iii) acquisitions for cash in existing or related lines of business of Monsanto the fair market value of the total consideration (including the value of indebtedness acquired or assumed) for which does not exceed the amount specified in the aggregate for all such acquisitions in Section 4.2(e) of the Monsanto Disclosure Schedule, Monsanto 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 or in-license any assets or rights (other than the acquisition or in-licenses of assets used in the operations of the business of Monsanto and its Subsidiaries in the ordinary course consistent with past practice); provided, however, that the foregoing shall not prohibit (x) internal reorganizations or consolidations involving existing direct or indirect wholly owned Subsidiaries of Monsanto which remain direct or indirect wholly owned Subsidiaries of Monsanto or (y) the creation of new direct or indirect wholly owned Subsidiaries of Monsanto organized to conduct or continue activities otherwise permitted by this Agreement.
Appears in 4 contracts
Samples: Merger Agreement (Monsanto Co), Merger Agreement (Pharmacia Corp /De/), Merger Agreement (Pharmacia & Upjohn Inc)
No Acquisitions. Other than (i) pursuant to the PNU Monsanto Stock Option Agreement, (ii) acquisitions disclosed on the Monsanto PNU Disclosure Schedule and (iii) acquisitions for cash in existing or related lines of business of Monsanto PNU the fair market value of the total consideration (including the value of indebtedness acquired or assumed) for which does not exceed the amount specified in the aggregate for all such acquisitions in Section 4.2(e4.1(e) of the Monsanto PNU Disclosure Schedule, Monsanto PNU 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 or in-license any assets or rights (other than the acquisition or in-licenses license of assets used in the operations of the business of Monsanto PNU and its Subsidiaries in the ordinary course consistent with past practice); provided, however, that the foregoing shall not prohibit (x) internal reorganizations or consolidations involving existing direct or indirect wholly owned Subsidiaries of Monsanto PNU which remain direct or indirect wholly owned Subsidiaries of Monsanto PNU or (y) the creation of new direct or indirect wholly owned Subsidiaries of Monsanto PNU organized to conduct or continue activities otherwise permitted by this Agreement.
Appears in 4 contracts
Samples: Merger Agreement (Monsanto Co), Merger Agreement (Pharmacia Corp /De/), Merger Agreement (Pharmacia & Upjohn Inc)