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 the other transactions contemplated hereby 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, the FCC or any other applicable Governmental Authority challenging the Merger or any of the other transactions contemplated hereby or which would otherwise prohibit or materially impair or delay the consummation of the Merger, Parent shall take all reasonable actions necessary to resolve any such objections or Actions (or threatened Actions) so as to consummate the Merger and the other transactions contemplated hereby as soon as reasonably practicable; provided, however, that notwithstanding anything to the contrary contained in this Agreement, in no case shall the Company or Parent be obligated to (and the Company shall not, without the written consent of Parent, and in no event shall Parent be deemed to have breached any representation, warranty, covenant or agreement solely for refusing to) become subject to, consent to or agree to, or otherwise take any action with respect to, any requirement, condition, understanding, agreement or order to sell, to hold separate or otherwise dispose of, or to conduct, restrict, operate, invest or otherwise change its respective assets or business (including 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 aggregate, (i), materially adversely affects the financial condition, business, or the operations of (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 material portion of its or their respective businesses or assets, or compels the Company or Parent (with respect to the QVC Group only) to dispose of or hold separate any of its material businesses or assets or any portion thereof.

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 contemplated hereby Transactions 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, the FCC Justice or any other applicable Governmental Authority challenging the Merger or any of the other transactions contemplated hereby Transactions or which would otherwise prohibit or materially impair or delay the consummation of the MergerMerger 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 consummate permit consummation of the Merger and the other transactions contemplated hereby Transactions as soon as reasonably practicable; provided, however, that notwithstanding anything to the contrary contained in this Agreement, (i) in no case shall the Company or Parent be obligated to become subject to, consent to or agree to (and or cause or permit any of their respective Affiliates (including, in the Company shall not, without the written consent case of Parent, the Surviving Corporation and in no event shall Parent be deemed its Subsidiaries after the Effective Time) or any other Person to have breached any representation, warranty, covenant or agreement solely for refusing 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 business businesses (including that and, in the case of Parent, any capital stock, assets or businesses of the Surviving Corporation or any of its Affiliates Subsidiaries after the Effective Time) or the exercise of any voting rights regarding its, its Affiliates’ or any other Person’s capital stock (but for and, in the avoidance case of doubt excluding Parent, any Specified Persons capital stock of the Surviving Corporation or Permitted Holders, as to whom no such requirements, conditions, understandings, agreements or order shall apply)any of its Subsidiaries after the Effective Time) in any manner that, either individually or in the aggregate, (i), materially adversely affects the financial condition, businessmanner, or the operations of (x) the Company 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 its Subsidiaries or (y) the QVC Group Subsidiaries, on a consolidated basis and post-Closing basis, or (ii) prohibits in no case shall Parent be obligated to take or materially limits cause to be taken any action contemplated by clause (iii) of the ownership, control or operation by (xfirst sentence of Section 5.5(a) the Company and unless it determines in its Subsidiaries or (y) the QVC Group Subsidiaries of any material portion of its or their respective businesses or assets, or compels the Company or Parent (with respect sole discretion to the QVC Group only) to dispose of or hold separate any of its material businesses or assets or any portion thereofdo 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 contemplated hereby Transactions 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, the FCC Justice or any other applicable Governmental Authority challenging the Merger or any of the other transactions contemplated hereby Transactions or which would otherwise prohibit or materially impair or delay the consummation of the MergerMerger 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 consummate permit consummation of the Merger and the other transactions contemplated hereby Transactions as soon as reasonably practicable; provided, however, that notwithstanding anything to the contrary contained in this Agreement, (i) in no case shall the Company or Parent be obligated to become subject to, consent to or agree to (and or cause or permit any of their respective Affiliates (including, in the Company shall not, without the written consent case of Parent, the Surviving Corporation and in no event shall Parent be deemed its Subsidiaries after the Effective Time) or any other Person to have breached any representation, warranty, covenant or agreement solely for refusing 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 conduct, restrict, operate, invest or otherwise change any of its, its Affiliates’ or any other Person’s respective capital stock, assets or business businesses (including that and, in the case of Parent, any capital stock, assets or businesses of the Surviving Corporation or any of its Affiliates Subsidiaries after the Effective Time) or the exercise of any voting rights regarding its, its Affiliates’ or any other Person’s capital stock (but for and, in the avoidance case of doubt excluding Parent, any Specified Persons capital stock of the Surviving Corporation or Permitted Holders, as to whom no such requirements, conditions, understandings, agreements or order shall apply)any of its Subsidiaries after the Effective Time) in any manner that, either individually or in the aggregate, (i), materially adversely affects the financial condition, businessmanner, or the operations of (x) the Company 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 its Subsidiaries or (y) the QVC Group Subsidiaries, on a consolidated basis and post-Closing basis, or (ii) prohibits in no case shall Parent be obligated to take or materially limits cause to be taken any action contemplated by clause (iii) of the ownership, control or operation by (xfirst sentence of Section 5.5(a) the Company and unless it determines in its Subsidiaries or (y) the QVC Group Subsidiaries of any material portion of its or their respective businesses or assets, or compels the Company or Parent (with respect sole discretion to the QVC Group only) to dispose of or hold separate any of its material businesses or assets or any portion thereofdo 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 the other transactions contemplated hereby 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, the FCC or any other applicable Governmental Authority challenging the Merger or any of the other transactions contemplated hereby or which would otherwise prohibit or materially impair or delay the consummation of the Merger, Parent shall take all reasonable actions necessary to resolve any such objections or Actions (or threatened Actions) so as to consummate the Merger and the other transactions contemplated hereby as soon as reasonably practicable; provided, however, that notwithstanding anything to the contrary contained in this Agreement, in no case shall the Company or Parent be obligated to (and the Company shall not, without the written consent of Parent, and in no event shall Parent be deemed to have breached any representation, warranty, covenant or agreement solely for refusing to) become subject to, consent to or agree to, or otherwise take any action with respect to, any requirement, condition, understanding, agreement or order to sell, to hold separate or otherwise dispose of, or to conduct, restrict, operate, invest or otherwise change its respective assets or business (including 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 aggregate, (i), materially adversely affects the financial condition, business, or the operations of (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 material portion of its or their respective businesses or assets, or compels the Company or Parent (with respect to the QVC Group only) to dispose of or hold separate any of its material businesses or assets or any portion thereof.

No Divestitures. In furtherance of the covenants set forth in ‎Section 5.5(aSection 5.6(a), if any objections are asserted with respect to the Merger or the other transactions contemplated hereby under any domestic or foreign antitrust or Competition Law 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, the FCC Justice or any other applicable Governmental Authority challenging the Merger or any of the other transactions contemplated hereby or which would otherwise prohibit or materially impair or delay the consummation of the Mergertransactions contemplated hereby, Parent Liberty and the Company shall take all reasonable actions necessary to resolve any such objections or Actions (or threatened Actions) so as to consummate permit consummation of the Merger and the other transactions contemplated hereby to close as soon as reasonably practicable; provided, however, that notwithstanding anything to the contrary contained in this Agreement, in no case shall the Company or Parent Liberty be obligated to (and the Company shall not, without the written consent of ParentLiberty, and in no event shall Parent Liberty be deemed to have breached any representation, warranty, covenant or agreement solely for refusing to) become subject to, consent to or agree to, or otherwise take any action with respect to, any requirement, condition, understanding, agreement or order to sell, to hold separate or otherwise dispose of, or to conduct, restrict, operate, invest or otherwise change its respective assets or business (including 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 aggregate, (i), materially adversely affects the financial condition, business, or the operations of (x) the Company or Liberty and its Subsidiaries or (y) the QVC Group their respective 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 Liberty or their respective Subsidiaries of any material portion of its or their respective businesses or assets, or compels the Company or Parent (with respect to the QVC Group only) Liberty to dispose of or hold separate any material portion of its material businesses business or assets or any portion thereofassets.