Common use of No Divestiture Clause in Contracts

No Divestiture. Nothing contained in this Agreement shall be deemed to require Parent or any Subsidiary or affiliate thereof to agree to any Action of Divestiture. The Company shall not, without the prior written consent of Parent, take or agree to take any Action of Divestiture. For purposes of this Agreement, an “Action of Divestiture” shall mean (i) any license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any shares of capital stock or of any business, assets or properties of Parent, its subsidiaries or affiliates, or of the Company or its Subsidiaries that individually or taken together with any or all other restrictions or requirements contemplated by this Section 5.6(d) will have or are reasonably expected to have a material adverse effect on the benefits expected to be derived from the transactions contemplated by this Agreement, (ii) the imposition of any limitation on the ability of Parent, its Subsidiaries or affiliates, or the Company or its Subsidiaries to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the case of Parent, the businesses of the Company and its Subsidiaries, that individually or taken together with any or all other restrictions or requirements contemplated by this Section 5.6(d) will have or are reasonably expected to have a material adverse effect on the benefits expected to be derived from the transactions contemplated by this Agreement, or (iii) the imposition of any impediment on Parent, its Subsidiaries or affiliates, or the Company or its Subsidiaries under any statute, rule, regulation, executive order, decree, order or other legal restraint governing competition, monopolies or restrictive trade practices that individually or taken together with any or all other restrictions or requirements contemplated by this Section 5.6(d) will have or are reasonably expected to have a material adverse effect on the benefits expected to be derived from the transactions contemplated by this Agreement.

No Divestiture. Nothing Notwithstanding anything in this Agreement to the contrary and except as set forth below, nothing contained in this Agreement shall be deemed to require Parent or any Subsidiary or affiliate thereof to agree to any Action of Divestiture, unless following the date hereof, Parent enters into a definitive binding agreement to acquire, or acquires, a business that competes with the primary business of the Company, in which case the foregoing proviso does not apply to any such acquired, or to be acquired, competitive business. The Except as provided in Section 5.13 of this Agreement, the Company shall not, without the prior written consent of Parent, take or agree to take any Action of Divestiture. For purposes of this Agreement, an “Action of Divestiture” shall mean (i) any license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any shares of capital stock or of any business, assets or properties of Parent, its subsidiaries or affiliates, or of the Company or its Subsidiaries that individually are material to Parent or taken together with any or all other restrictions or requirements contemplated by this Section 5.6(d) will have or are reasonably expected to have a material adverse effect on the benefits expected to be derived from the transactions contemplated by this AgreementCompany, (ii) the imposition of any material limitation on the ability of Parent, its Subsidiaries or affiliates, or the Company or its Subsidiaries to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the case of Parent, the businesses of the Company and its Subsidiaries, that individually or taken together with any or all other restrictions or requirements contemplated by this Section 5.6(d) will have or are reasonably expected to have a material adverse effect on the benefits expected to be derived from the transactions contemplated by this Agreement, Subsidiaries or (iii) the imposition of any material impediment on Parent, its Subsidiaries or affiliates, or the Company or its Subsidiaries under any statute, rule, regulation, executive order, decree, order or other legal restraint governing competition, monopolies or restrictive trade practices that individually or taken together with any or all other restrictions or requirements contemplated by this Section 5.6(d) will have or are reasonably expected to have a material adverse effect on the benefits expected to be derived from the transactions contemplated by this Agreementpractices.

No Divestiture. Nothing Notwithstanding anything in this Agreement to the contrary and except as set forth below, nothing contained in this Agreement shall be deemed to require Parent or any Subsidiary or affiliate thereof to agree to any Action of Divestiture, except (i) to the extent such Action of Divestiture would not have a material consequence on Parent or (ii) with respect to the business of any Person that Parent enters into a definitive binding agreement to acquire, or acquires, following the date hereof. The Company shall not, without the prior written consent of Parent, take or agree to take any Action of DivestitureDivestiture that would be reasonably likely to have a material consequence on Parent or the Company. For purposes of this Agreement, an “Action of Divestiture” "ACTION OF DIVESTITURE" shall mean (i) any license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any shares of capital stock or of any business, assets or properties of Parent, its subsidiaries Subsidiaries or affiliates, or of the Company or its Subsidiaries that individually or taken together with any or all other restrictions or requirements contemplated by this Section 5.6(d) will have or are reasonably expected to have a material adverse effect on the benefits expected to be derived from the transactions contemplated by this AgreementSubsidiaries, (ii) the imposition of any limitation on the ability of Parent, its Subsidiaries or affiliates, or the Company or its Subsidiaries to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the case of Parent, the businesses of the Company and its Subsidiaries, that individually or taken together with any or all other restrictions or requirements contemplated by this Section 5.6(d) will have or are reasonably expected to have a material adverse effect on the benefits expected to be derived from the transactions contemplated by this Agreement, or (iii) the imposition of any impediment on Parent, its Subsidiaries or affiliates, or the Company or its Subsidiaries under any statute, rule, regulation, executive order, decree, order or other legal restraint governing competition, monopolies or restrictive trade practices that individually or taken together with any or all other restrictions or requirements contemplated by this Section 5.6(d) will have or are reasonably expected to have a material adverse effect on the benefits expected to be derived from the transactions contemplated by this Agreementpractices.