Competition Action definition
Competition Action means, with respect to Parent or the Company, to dispose of any of its assets or to limit its freedom of action with respect to any of its businesses, or to consent to any disposition of its assets or limits on its freedom of action with respect to any of its businesses, whether prior to or after the Effective Time, or to commit or agree to any of the foregoing, in each case other than dispositions, limitations or consents, commitments or agreements which in each such case may be conditioned upon the consummation of the Merger and the transactions contemplated hereby and which, in the reasonable good faith judgment of both Parent and the Company, in each such case do not and are not reasonably likely to individually or in the aggregate have either a Parent Material Adverse Effect or a Company Material Adverse Effect. Notwithstanding anything contained in this Agreement to the contrary, neither Parent nor the Company shall take or agree to take any Competition Action without the prior written agreement of the other.
Competition Action means, with respect to Transocean or GlobalSantaFe, to dispose of any of its assets or to limit its freedom of action with respect to any of its businesses, or to consent to any disposition of its assets or limits on its freedom of action with respect to any of its businesses, whether prior to or after the Effective Time, or to commit or agree to any of the foregoing, in each case other than dispositions, limitations or consents, commitments or agreements which in each such case may be conditioned upon the consummation of the Merger and the transactions contemplated hereby and which, in the reasonable good faith judgment of both Transocean and GlobalSantaFe, in each such case do not and are not reasonably likely to individually or in the aggregate either (i) have a Transocean Material Adverse Effect; (ii) have a GlobalSantaFe Material Adverse Effect; (iii) materially impair the benefits or advantages which it expects to receive from the Merger and the transactions contemplated hereby or (iv) have a material adverse effect on the business plan or business strategy for the combined company. Notwithstanding anything contained in this Agreement to the contrary, neither Transocean nor GlobalSantaFe shall take or agree to take any Competition Action without the prior written agreement of the other.
Competition Action has the meaning given in Clause 7.4(g);
Examples of Competition Action in a sentence
Notwithstanding anything contained in this Agreement to the contrary, neither Transocean nor GlobalSantaFe shall take or agree to take any Competition Action without the prior written agreement of the other.
In addition each of Parent and the Company shall take any Competition Action to the extent necessary to avoid the entry of, or to effect the dissolution of, any Order by a Governmental Authority of competent jurisdiction under any Competition Law (each, a “Competition Law Order”) prohibiting the consummation of the Merger.
Nothing in this Agreement shall require a party to take any Competition Action to obtain any consents, approvals, permits or authorisations or to remove any impediments to the Combination relating to any applicable Competition Law or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceedings relating to Competition Laws.
More Definitions of Competition Action
Competition Action means with respect to a party, to dispose of any of its or its Subsidiaries’ assets or to limit its or its Subsidiaries’ freedom of action with respect to any of its or its Subsidiaries’ businesses, or to consent to any disposition of its or its Subsidiaries’ assets or limits on its or its Subsidiaries’ freedom of action with respect to any of its or its Subsidiaries’ businesses, whether prior to or after the Effective Time, or to commit or agree to any of the foregoing, in each case other than dispositions, limitations or consents, commitments or agreements which in each such case may be conditioned upon the consummation of the Combination and the transactions contemplated hereby and which, in the reasonable good faith judgment of both parties, in each such case do not and are not reasonably likely to individually or in the aggregate either (i) have a Material Adverse Effect on Autumn following the Combination or (ii) materially impair the benefits or advantages which Autumn and Spring expect to receive from the Combination and the transactions contemplated hereby or (iii) prejudice the availability of any tax relief (including rollover relief) that would (but for such action, consent, commitment or agreement) have been available for Spring shareholders in respect of their shares held in Spring on any transaction contemplated by this Agreement. Notwithstanding anything contained in this Agreement to the contrary, neither party shall take or agree to take any Competition Action without the prior written agreement of the other.