Parent Transactions. Notwithstanding anything to the contrary in this Agreement, the pursuit and/or consummation by Parent or any of its Subsidiaries or Affiliates of any Parent Transaction shall be deemed not to be a breach of any provision of this Agreement.
Parent Transactions. Since January 1, 2012, there have not been, and there are not currently proposed, any transactions, agreements, arrangements or understandings, or any series of related transactions, or Contracts, in each case that are material, between any Parent Entity, on the one hand, and any director or officer of any Parent Entity, on the other hand, except (a) for compensation or other employment arrangements in the Parent’s Ordinary Course, (b) for arrangements contemplated hereby, and/or (c) as disclosed in the ASX Documents.
Parent Transactions. 72 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made as of this 10th day of December, 1999, by and among AT&T Corp. ("Parent"), B-Group Merger Corp., a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub"), Liberty Media Corporation ("Liberty"), and The Xxxx-XX Corporation, a Delaware corporation (the "Company").
Parent Transactions. Between the date hereof and the later of the Effective Time or the date on which this Agreement is terminated in accordance with the provisions of Section 10 hereof, Parent shall not, directly or indirectly, enter into any agreement to make any acquisition or acquisitions of one or more Third Parties in a transaction or a series of transactions in which the consideration payable by Parent, individually or in the aggregate, exceeds $25 million (including the assumption of debt), whether by way of any tender or exchange offer, merger, consolidation, share exchange, business combination, purchase of all or substantially all of such Third Party's assets, reorganization, recapitalization, liquidation, dissolution or other similar transaction, the consummation of which could reasonably be expected to impede, interfere with, prevent or materially delay the Merger, other than the transactions contemplated by this Agreement and other than any Takeover Proposal.
Parent Transactions. In the event that Parent undertakes any ------------------- action contemplated by the definition of Base Adjustments in Section 3.1(c)(ii) prior to the Closing, no condition set forth in this Article IX shall be deemed not to be satisfied if, but for such action or the consequences thereof, such condition would otherwise be satisfied.
Parent Transactions. The Conversions, the Contribution and the Excluded Asset Transfer shall have been consummated.
Parent Transactions. 55 ARTICLE X TERMINATION, AMENDMENT AND WAIVER ................................................ 55 10.1 Termination ................................................................ 55 10.2
Parent Transactions. The Company agrees that Parent shall be permitted to engage in one or more transactions, directly or indirectly, whether through one or more Subsidiaries of Parent or otherwise, including any acquisition transaction, joint venture, or equity or debt financings, (each, a “Transaction”) as the Board of Directors of Parent authorizes in its sole discretion; provided, however, that in respect of any particular Transaction, if, and only if, the aggregate amount to be raised, received, paid, or committed by Parent in any individual Transaction exceeds $300 million then Parent shall be required to obtain the written consent of the Company prior to entering into a binding agreement concerning such Transaction, which consent shall not be unreasonably withheld or delayed. The Company agrees to provide, and shall cause its Representatives to provide, all reasonable cooperation in connection with the arrangement of any such Transaction as may be reasonably requested by Parent (provided that such requested cooperation does not (a) unreasonably interfere with the ongoing operations of the Company and its Subsidiaries, (b) cause any representation or warranty in this Agreement to be breached, (c) cause any condition set forth in Article 8 to fail to be satisfied or otherwise cause any breach of this Agreement or any material agreement to which the Company or any of its Subsidiaries is a party or (d) involve any binding commitment by the Company or its Subsidiaries, other than a commitment that is conditioned on the consummation of the Merger and that terminates without Liability to the Company upon the termination of this Agreement), including (i) participation in meetings, presentations, road shows, drafting sessions, due diligence sessions and sessions with rating agencies, each customary in connection with any Transaction, (ii) providing Parent and its advisors, underwriters and financing sources with financial and other pertinent information regarding the Company as may be reasonably requested by Parent, (iii) assisting Parent and its advisors, underwriters and financing sources in the preparation of offering documents, materials for rating agency presentations, private placement memoranda, bank information memoranda, prospectuses, registration statements and similar documents customarily required in connection with any Transaction, (iv) subject to Section 7.2 permitting Parent and its advisors, underwriters and financing sources to conduct customary due diligence in...
Parent Transactions. 73 10.8 Headings............................................................................................ 73 10.9 Counterparts........................................................................................ 73 10.10
