No Acquisitions. Other than (i) pursuant to the Monsanto Stock Option Agreement, (ii) acquisitions disclosed on the PNU Disclosure Schedule and (iii) acquisitions for cash in existing or related lines of business of PNU the fair market value of the total consideration (including the value of indebtedness acquired or assumed) for which does not exceed the amount specified in the aggregate for all such acquisitions in Section 4.1(e) of the PNU Disclosure Schedule, PNU shall not, and shall not permit any of its Subsidiaries to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial equity interest in or a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire or agree to acquire or in-license any assets or rights (other than the acquisition or in-license of assets used in the operations of the business of PNU and its Subsidiaries in the ordinary course consistent with past practice); provided, however, that the foregoing shall not prohibit (x) internal reorganizations or consolidations involving existing direct or indirect wholly owned Subsidiaries of PNU which remain direct or indirect wholly owned Subsidiaries of PNU or (y) the creation of new direct or indirect wholly owned Subsidiaries of PNU organized to conduct or continue activities otherwise permitted by this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Monsanto Co), Agreement and Plan of Merger (Pharmacia & Upjohn Inc), Agreement and Plan of Merger (Pharmacia & Upjohn Inc)
No Acquisitions. Other than (i) pursuant to the Monsanto PNU Stock Option Agreement, (ii) acquisitions disclosed on the PNU Monsanto Disclosure Schedule and (iii) acquisitions for cash in existing or related lines of business of PNU Monsanto the fair market value of the total consideration (including the value of indebtedness acquired or assumed) for which does not exceed the amount specified in the aggregate for all such acquisitions in Section 4.1(e4.2(e) of the PNU Monsanto Disclosure Schedule, PNU Monsanto shall not, and shall not permit any of its Subsidiaries to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial equity interest in or a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire or agree to acquire any assets or in-license any assets or rights (other than the acquisition or in-license licenses of assets used in the operations of the business of PNU Monsanto and its Subsidiaries in the ordinary course consistent with past practice); provided, however, that the foregoing shall not prohibit (x) internal reorganizations or consolidations involving existing direct or indirect wholly owned Subsidiaries of PNU Monsanto which remain direct or indirect wholly owned Subsidiaries of PNU Monsanto or (y) the creation of new direct or indirect wholly owned Subsidiaries of PNU Monsanto organized to conduct or continue activities otherwise permitted by this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Pharmacia & Upjohn Inc), Agreement and Plan of Merger (Monsanto Co), Agreement and Plan of Merger (Pharmacia Corp /De/)
