Common use of No Divestitures Clause in Contracts

No Divestitures. In furtherance of the covenants set forth in Section 5.5(a), if any objections are asserted with respect to the Merger or any of the other Transactions under any domestic or foreign antitrust or competition Law or if any Action is instituted (or threatened to be instituted) by the Federal Trade Commission, the Department of Justice or any other applicable Governmental Authority challenging the Merger or any of the other Transactions or which would otherwise prohibit or materially impair or delay the consummation of the Merger or any of the other Transactions, the Company and Parent shall take all reasonable actions necessary to resolve any such objections or Actions (or threatened Actions) so as to permit consummation of the Merger and the other Transactions as soon as reasonably practicable; provided, however, (i) in no case shall the Company or Parent be obligated to become subject to, consent to or agree to (or cause or permit any of their respective Affiliates (including, in the case of Parent, the Surviving Corporation and its Subsidiaries after the Effective Time) or any other Person to become subject to, consent to or agree to), or otherwise take any action with respect to (or cause or permit any of their respective Affiliates (including, in the case of Parent, the Surviving Corporation and its Subsidiaries after the Effective Time) or any other Person to take any action with respect to), any requirement, condition, understanding, agreement or order to sell, to hold separate (through the establishment of a trust or otherwise), divest itself or otherwise dispose of, or to Table of Contents conduct, restrict, operate, invest or otherwise change any of its, its Affiliates’ or any other Person’s respective capital stock, assets or businesses (and, in the case of Parent, any capital stock, assets or businesses of the Surviving Corporation or any of its Subsidiaries after the Effective Time) or the exercise of any voting rights regarding its, its Affiliates’ or any other Person’s capital stock (and, in the case of Parent, any capital stock of the Surviving Corporation or any of its Subsidiaries after the Effective Time) in any manner, or otherwise take any steps to avoid or eliminate any impediment that may be asserted under any Law governing competition, monopolies or restrictive trade practices and (ii) in no case shall Parent be obligated to take or cause to be taken any action contemplated by clause (iii) of the first sentence of Section 5.5(a) unless it determines in its sole discretion to do so.

No Divestitures. In furtherance of the covenants set forth in Section ‎Section 5.5(a), if any objections are asserted with respect to the Merger or any of the other Transactions transactions contemplated hereby under any domestic or foreign antitrust or competition Competition Law or if any Action is instituted (or threatened to be instituted) by the Federal Trade Commission, the Department of Justice Justice, the FCC or any other applicable Governmental Authority challenging the Merger or any of the other Transactions transactions contemplated hereby or which would otherwise prohibit or materially impair or delay the consummation of the Merger or any of the other TransactionsMerger, the Company and Parent shall take all reasonable actions necessary to resolve any such objections or Actions (or threatened Actions) so as to permit consummation of consummate the Merger and the other Transactions transactions contemplated hereby as soon as reasonably practicable; provided, however, (i) that notwithstanding anything to the contrary contained in this Agreement, in no case shall the Company or Parent be obligated to become subject to(and the Company shall not, without the written consent to or agree to (or cause or permit any of their respective Affiliates (including, in the case of Parent, the Surviving Corporation and its Subsidiaries after the Effective Timein no event shall Parent be deemed to have breached any representation, warranty, covenant or agreement solely for refusing to) or any other Person to become subject to, consent to or agree to), or otherwise take any action with respect to (or cause or permit any of their respective Affiliates (including, in the case of Parent, the Surviving Corporation and its Subsidiaries after the Effective Time) or any other Person to take any action with respect to), any requirement, condition, understanding, agreement or order to sell, to hold separate (through the establishment of a trust or otherwise), divest itself or otherwise dispose of, or to Table of Contents conduct, restrict, operate, invest or otherwise change any of its, its Affiliates’ or any other Person’s respective capital stock, assets or businesses business (andincluding that of its Affiliates (but for the avoidance of doubt excluding any Specified Persons or Permitted Holders, as to whom no such requirements, conditions, understandings, agreements or order shall apply)) in any manner that, either individually or in the case aggregate, (i), materially adversely affects the financial condition, business, or the operations of Parent(x) the Company and its Subsidiaries or (y) the QVC Group Subsidiaries, on a consolidated basis and post-Closing basis, or (ii) prohibits or materially limits the ownership, control or operation by (x) the Company and its Subsidiaries or (y) the QVC Group Subsidiaries of any capital stockmaterial portion of its or their respective businesses or assets, assets or businesses compels the Company or Parent (with respect to the QVC Group only) to dispose of the Surviving Corporation or hold separate any of its Subsidiaries after the Effective Time) material businesses or the exercise of any voting rights regarding its, its Affiliates’ assets or any other Person’s capital stock (and, in the case of Parent, any capital stock of the Surviving Corporation or any of its Subsidiaries after the Effective Time) in any manner, or otherwise take any steps to avoid or eliminate any impediment that may be asserted under any Law governing competition, monopolies or restrictive trade practices and (ii) in no case shall Parent be obligated to take or cause to be taken any action contemplated by clause (iii) of the first sentence of Section 5.5(a) unless it determines in its sole discretion to do soportion thereof.

No Divestitures. In furtherance of the covenants set forth in Section 5.5(a), if any objections are asserted with respect to the Merger or any of the other Transactions transactions contemplated hereby under any domestic or foreign antitrust or competition Competition Law or if any Action is instituted (or threatened to be instituted) by the Federal Trade Commission, the Department of Justice Justice, the FCC or any other applicable Governmental Authority challenging the Merger or any of the other Transactions transactions contemplated hereby or which would otherwise prohibit or materially impair or delay the consummation of the Merger or any of the other TransactionsMerger, the Company and Parent shall take all reasonable actions necessary to resolve any such objections or Actions (or threatened Actions) so as to permit consummation of consummate the Merger and the other Transactions transactions contemplated hereby as soon as reasonably practicable; provided, however, (i) that notwithstanding anything to the contrary contained in this Agreement, in no case shall the Company or Parent be obligated to become subject to(and the Company shall not, without the written consent to or agree to (or cause or permit any of their respective Affiliates (including, in the case of Parent, the Surviving Corporation and its Subsidiaries after the Effective Timein no event shall Parent be deemed to have breached any representation, warranty, covenant or agreement solely for refusing to) or any other Person to become subject to, consent to or agree to), or otherwise take any action with respect to (or cause or permit any of their respective Affiliates (including, in the case of Parent, the Surviving Corporation and its Subsidiaries after the Effective Time) or any other Person to take any action with respect to), any requirement, condition, understanding, agreement or order to sell, to hold separate (through the establishment of a trust or otherwise), divest itself or otherwise dispose of, or to Table of Contents conduct, restrict, operate, invest or otherwise change any of its, its Affiliates’ or any other Person’s respective capital stock, assets or businesses business (andincluding that of its Affiliates (but for the avoidance of doubt excluding any Specified Persons or Permitted Holders, as to whom no such requirements, conditions, understandings, agreements or order shall apply)) in any manner that, either individually or in the case aggregate, (i), materially adversely affects the financial condition, business, or the operations of Parent(x) the Company and its Subsidiaries or (y) the QVC Group Subsidiaries, on a consolidated basis and post-Closing basis, or (ii) prohibits or materially limits the ownership, control or operation by (x) the Company and its Subsidiaries or (y) the QVC Group Subsidiaries of any capital stockmaterial portion of its or their respective businesses or assets, assets or businesses compels the Company or Parent (with respect to the QVC Group only) to dispose of the Surviving Corporation or hold separate any of its Subsidiaries after the Effective Time) material businesses or the exercise of any voting rights regarding its, its Affiliates’ assets or any other Person’s capital stock (and, in the case of Parent, any capital stock of the Surviving Corporation or any of its Subsidiaries after the Effective Time) in any manner, or otherwise take any steps to avoid or eliminate any impediment that may be asserted under any Law governing competition, monopolies or restrictive trade practices and (ii) in no case shall Parent be obligated to take or cause to be taken any action contemplated by clause (iii) of the first sentence of Section 5.5(a) unless it determines in its sole discretion to do soportion thereof.

No Divestitures. In furtherance of the covenants set forth in Section 5.5(a), if any objections are asserted with respect to the Merger or any of the other Transactions under any domestic or foreign antitrust or competition Law or if any Action is instituted (or threatened to be instituted) by the Federal Trade Commission, the Department of Justice or any other applicable Governmental Authority challenging the Merger or any of the other Transactions or which would otherwise prohibit or materially impair or delay the consummation of the Merger or any of the other Transactions, the Company and Parent shall take all reasonable actions necessary to resolve any such objections or Actions (or threatened Actions) so as to permit consummation of the Merger and the other Transactions as soon as reasonably practicable; provided, however, (i) in no case shall the Company or Parent be obligated to become subject to, consent to or agree to (or cause or permit any of their respective Affiliates (including, in the case of Parent, the Surviving Corporation and its Subsidiaries after the Effective Time) or any other Person to become subject to, consent to or agree to), or otherwise take any action with respect to (or cause or permit any of their respective Affiliates (including, in the case of Parent, the Surviving Corporation and its Subsidiaries after the Effective Time) or any other Person to take any action with respect to), any requirement, condition, understanding, agreement or order to sell, to hold separate (through the establishment of a trust or otherwise), divest itself or otherwise dispose of, or to Table of Contents conduct, restrict, operate, invest or otherwise change any of its, its Affiliates’ or any other Person’s respective capital stock, assets or businesses (and, in the case of Parent, any capital stock, assets or businesses of the Surviving Corporation or any of its Subsidiaries after the Effective Time) or the exercise of any voting rights regarding its, its Affiliates’ or any other Person’s capital stock (and, in the case of Parent, any capital stock of the Surviving Corporation or any of its Subsidiaries after the Effective Time) in any manner, or otherwise take any steps to avoid or eliminate any impediment that may be asserted under any Law governing competition, monopolies or restrictive trade practices and (ii) in no case shall Parent be obligated to take or cause to be taken any action contemplated by clause (iii) of the first sentence of Section 5.5(a) unless it determines in its sole discretion to do so.

No Divestitures. In furtherance of the covenants set forth in Section 5.5(a5.6(a), if any objections are asserted with respect to the Merger or any of the other Transactions transactions contemplated hereby under any domestic or foreign antitrust or competition Law Competition Law, federal, state or local communications Law, or if any Action is instituted (or threatened to be instituted) by the Federal Trade Commission, the Department of Justice or any other applicable Governmental Authority challenging the Merger or any of the other Transactions transactions contemplated hereby or which would otherwise prohibit or materially impair or delay the consummation of the Merger or any of the other Transactionstransactions contemplated hereby, Liberty and the Company and Parent shall take all reasonable actions necessary to resolve any such objections or Actions (or threatened Actions) so as to permit consummation of the Merger and the other Transactions transactions contemplated hereby to close as soon as reasonably practicable; provided, however, (i) that notwithstanding anything to the contrary contained in this Agreement, in no case shall the Company or Parent Liberty be obligated to become subject (and the Company shall not, without the written consent of Liberty, and in no event shall Liberty be deemed to have breached any representation, warranty, covenant or agreement for refusing to, consent to or agree to (or cause or permit any of their respective Affiliates (including, in the case of Parent, the Surviving Corporation and its Subsidiaries after the Effective Time) or any other Person to become subject to, consent to or agree to), or otherwise take any action with respect to (or cause or permit any of their respective Affiliates (including, in the case of Parent, the Surviving Corporation and its Subsidiaries after the Effective Time) or any other Person to take any action with respect to), any requirement, condition, understanding, agreement or order to sell, to hold separate (through the establishment of a trust or otherwise), divest itself or otherwise dispose of, or to Table of Contents conduct, restrict, operate, invest or otherwise change any of its, its Affiliates’ or any other Person’s respective capital stock, assets or businesses business (and, in the case of Parent, any capital stock, assets or businesses of the Surviving Corporation or any including that of its Subsidiaries after Affiliates (but for the Effective Time) avoidance of doubt excluding any Specified Persons or the exercise of any voting rights regarding itsPermitted Holders, its Affiliates’ as to whom no such requirements, conditions, understandings, agreements or any other Person’s capital stock (and, in the case of Parent, any capital stock of the Surviving Corporation or any of its Subsidiaries after the Effective Timeorder shall apply)) in any mannermanner that, either individually or in the aggregate, (i), materially adversely affects the financial condition, business, or otherwise take any steps to avoid the operations of the Company or eliminate any impediment that may be asserted under any Law governing competitionLiberty and their respective Subsidiaries, monopolies on a consolidated basis and post-Closing basis, or restrictive trade practices and (ii) in no case shall Parent be obligated prohibits or materially limits the ownership, control or operation by the Company or Liberty or their respective Subsidiaries of any material portion of its or their respective businesses or assets, or compels the Company or Liberty to take dispose of or cause to be taken hold separate any action contemplated by clause (iii) material portion of the first sentence of Section 5.5(a) unless it determines in its sole discretion to do sobusiness or assets.