Acceptable Alternative Arrangement definition

Acceptable Alternative Arrangement shall have the meaning set forth in Section 2.2(d)(i).
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Acceptable Alternative Arrangement has the meaning assigned to such term in Section 2.02(f)(ii)(1).
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Acceptable Alternative Arrangement means any arrangement satisfactory to Seller and its counsel and to the Transferors and their respective counsel that: (a) to the fullest extent feasible in light of any regulatory constraint assures the Parties as nearly as possible the same economic results as if the transactions contemplated by this Agreement and the Collateral Agreements had occurred as contemplated herein and therein; provided, however, that no Party shall be obligated to enter into any such arrangement which would require it to make expenditures or dispose of assets in excess of the amount of expenditures or assets contemplated by this Agreement and the Collateral Agreements unless compensated for such arrangement; (b) would, in the reasonable judgment of Seller and the Transferors, be reasonably expected either not to require FCC consent or to result in such consent, if required; and (c) would, in the reasonable judgment of Seller and the Transferors, be reasonably expected to result in clearance of the arrangement by the relevant antitrust enforcement agencies, if required.
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Examples of Acceptable Alternative Arrangement in a sentence

  • Notwithstanding anything herein to the contrary, no Partial Assignment of any Shared Contract or Acceptable Alternative Arrangement shall be completed if it would violate any applicable Law or the rights of any third party to such Shared Contract.

  • Each of Buyer, Seller, Primestar and PLP shall take all commercially reasonable steps necessary, and shall supply to the other such parties and/or to the FCC all information reasonably necessary, to obtain such Final Order, and shall use its commercially reasonable efforts, including the implementation of an Acceptable Alternative Arrangement, to effect to the fullest extent feasible the consummation of the transactions contemplated in this Agreement.

  • If an Acceptable Alternative Arrangement is not entered into on or before December 31, 1999, either party may terminate this Agreement on or after such date.

  • In the event that the parties are unable to enter into such an Acceptable Alternative Arrangement, each party agrees to use its commercially reasonable efforts to unwind this Agreement to the extent necessary to place each party in the position that it was in before the Subsequent Closing Date.

  • In the event that the In-Orbit Satellite Assets are transferred under this Article X by virtue of a decision by Buyer to waive the Final Order requirement or by mutual agreement of the parties, and the FCC Consent is subsequently reversed or modified in a manner that is materially adverse to either party, the parties shall make commercially reasonable efforts to enter into an Acceptable Alternative Arrangement.

  • If an Acceptable Alternative Arrangement is entered into on or prior to December 31, 1999, each of the parties hereto shall continue to use their commercially reasonable efforts to obtain the FCC Consent.

  • Thereafter, at the closing of the transactions contemplated hereby and thereby, the Purchase Price will be paid by Buyer to Seller, after giving effect to any reductions in the amount thereof for all payments made to Seller under such Acceptable Alternative Arrangement.

  • If an Acceptable Alternative Arrangement is entered into on or prior to the termination hereof, the provisions of this Agreement shall continue to be in full force and effect, subject to any modifications of the terms hereof in connection with the Acceptable Alternative Arrangement, including a date certain upon which the Acceptable Alternative Arrangement shall terminate upon which this Agreement may be terminated by either party.

  • If an Acceptable Alternative Arrangement is entered into, upon receipt of the FCC Consent, Seller shall immediately assign the FCC License to Buyer or Newco and such Acceptable Alternative Arrangement shall be cancelled concurrently with such transfer.

  • Subject to Section 11.1(c), each --------------- of the parties hereto agrees that if the FCC Consent has not been obtained on or before September 30, 1999, each party will use its commercially reasonable efforts to negotiate and enter into a mutually acceptable Acceptable Alternative Arrangement prior to December 31, 1999.


More Definitions of Acceptable Alternative Arrangement

Acceptable Alternative Arrangement means any arrangement
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Acceptable Alternative Arrangement means any arrangement satisfactory to Seller and its counsel and to Buyer and its counsel that: (a) to the fullest extent feasible in light of any regulatory constraint assures the parties hereto as nearly as possible the same economic results as if the transactions contemplated by this Agreement had occurred as contemplated herein; provided, however, that no party hereto shall be obligated to enter into any such arrangement which would require it to make expenditures or dispose of assets in excess of the amount of expenditures or dispositions of assets contemplated by this Agreement unless compensated for such arrangement; (b) would, in the reasonable judgment of Seller and Buyer, be reasonably expected either not to require FCC consent or to result in such consent being granted, if required; and (c) would, in the reasonable judgment of Seller and Buyer, be reasonably expected to result in clearance of the arrangement by the relevant antitrust enforcement agencies, if required.
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Acceptable Alternative Arrangement means any arrangement satisfactory to Seller and its counsel and to the Transferors and their
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Acceptable Alternative Arrangement means any arrangement satisfactory to Newco and its counsel and to the Transferors and their respective counsel to ensure Newco's continuous, irrevocable (subject to renewal by the FCC) and exclusive right to use and, subject to Regulatory Provisions, to direct the use of the capacity of the 110 Slot (including, without limitation, all rights with respect to any successor satellites), at no further cost to Newco, in excess of the costs that Newco would have incurred if Newco held the authorizations for the 110 Slot directly, to the same effect as if Newco were the FCC licensee of (or owner of the FCC licensee of) the 110 Slot.
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Acceptable Alternative Arrangement means any arrangement satisfactory to Seller and its counsel and to the Transferors and their respective counsel that: (a) to the fullest extent feasible in light of any regulatory constraint assures the Parties as nearly as possible the same economic results as if the transactions contemplated by this Agreement and the Collateral Agreements had occurred as contemplated herein and therein; provided, however, that no Party shall be obligated to enter into any such arrangement which would require it to make expenditures or dispose of assets in excess of the amount of expenditures or assets contemplated by this Agreement and the Collateral Agreements unless compensated for such
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Acceptable Alternative Arrangement shall have the meaning set forth in Section 2.3(a). (3) “Action” shall mean any demand, action, claim, suit, countersuit, arbitration, inquiry, subpoena, case, litigation, proceeding or investigation (whether civil, criminal, administrative or investigative) by or before any court or grand jury, any Governmental Entity or any arbitration or mediation tribunal. (4) “Affiliate” shall mean, when used with respect to a specified Person and at a point in, or with respect to a period of, time, a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person at such point in or during such period of time. For the purposes of this definition, “control”, when used with respect to any specified Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by Contract or otherwise. It is expressly agreed that, from and after the Disposition Date, solely for purposes of this Agreement, (i) no member of the SharkNinja Group shall be deemed an Affiliate of any member of the JS Global Group and (ii) no member of the JS Global Group shall be deemed an Affiliate of any member of the SharkNinja Group. The Parties agree and acknowledge that the obligations of the Parties and their respective Affiliates pursuant to this Agreement shall not be impacted by way of (i) Xxxx Xxxxxx’s ownership of SharkNinja or JS Global or (ii) Xxxx Xxxxxx, Xxxxxxx Xxxxxxx Xxxxxx or Xxx Xxx Xxx Xxx serving as a director, officer or employee of any member of the SharkNinja Group or the JS Global Group, in each case of the foregoing clauses (i)-(ii), except as otherwise expressly set forth in this Agreement. (5) “Agreement” shall have the meaning set forth in the Preamble. (6) “Ancillary Agreements” shall mean the Transition Services Agreement, the Employee Matters Agreement, the Brand License Agreement, the Sourcing Services Agreement – Joyoung, the Sourcing Services Agreement – JS Global, the Product Development Agreement, the Memorandum and Articles, any Continuing Arrangements, any and all Conveyancing and Assumption Instruments, and any other agreements to be entered into by and between any member of the JS Global Group, on one hand, and any member of the SharkNinja Group, on the other hand, at, prior to or after the Disposition Date in connection...
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Related to Acceptable Alternative Arrangement

  • Acceptable Counterparty means any counterparty to the Interest Rate Cap Agreement that has and shall maintain, until the expiration of the applicable Interest Rate Cap Agreement, a long-term unsecured debt rating of at least “A+” by S&P and “Aa3” from Xxxxx’x, which rating shall not include a “t” or otherwise reflect a termination risk and is otherwise reasonably acceptable to Lender.

  • Lowest acceptable tender means a tender that complies with all specifications and conditions of tender and that has lowest price compared to other tenders;

  • Alternative living arrangement means a structure in which households live in distinct bedrooms, yet share kitchen and plumbing facilities, central heat and common areas. Alternative living arrangements include, but are not limited to: transitional facilities for the homeless; Class A, B, C, D and E boarding homes as regulated by the State of New Jersey Department of Community Affairs; residential health care facilities as regulated by the New Jersey Department of Health; group homes for the developmentally disabled and mentally ill as licensed and/or regulated by the New Jersey Department of Human Services; and congregate living arrangements.

  • Acceptable Waste means ordinary household, municipal, institutional, commercial and industrial Solid Waste including, but not limited to, the following:

  • Acceptable Appraisal means, with respect to an appraisal of Inventory, the most recent appraisal of such property received by Agent (a) from an appraisal company satisfactory to Agent, (b) the scope and methodology (including, to the extent relevant, any sampling procedure employed by such appraisal company) of which are satisfactory to Agent, and (c) the results of which are satisfactory to Agent, in each case, in Agent’s Permitted Discretion.

  • Alternative Financing has the meaning set forth in Section 5.14(b).

  • Replacement Liquidity Facility Responsible Officer", "Scheduled Payment", "Special Payment", "S&P", "Stated Interest Rate", "Subordination Agent", "Taxes", "Threshold Rating", "Trust Agreement", "Trustee", "Underwriters", "Underwriting Agreement", "United States" and "Written Notice".

  • Solar alternative compliance payment or "SACP" means a

  • Acceptable Tender means any Tender which, in all respects, complies with the conditions of Tender and specifications as set out in the Tender document, including conditions as specified in the Preferential Procurement Policy Framework Act (Act 5 of 2000) and the Supply Chain Management of Council.

  • Access Arrangement means an arrangement for access to a Covered Pipeline that has been approved by the Relevant Regulator.

  • Alternative program means a non-disciplinary monitoring or practice remediation process approved by a physical therapy licensing board. This includes, but is not limited to, substance abuse issues.

  • Alternative Proposal has the meaning set forth in Section 6.2(b).

  • Acceptable Flag Jurisdiction means the Bahamas, Bermuda, Panama, the Xxxxxxxx Islands, the United States or such other flag jurisdiction as may be acceptable to the Required Lenders in their reasonable discretion.

  • Acceptable Credit Rating means a minimum long term credit rating of either BBB from Standard & Poors or Baa2 from Xxxxx’x; Access Undertaking means:

  • Alternative Acquisition Agreement has the meaning set forth in Section 5.3(d).

  • alternative plan means a group RRSP, including the BCTF Plan, which was entered into prior to the coming into force of this Article, and which is still in effect as of that date.

  • Replacement Liquidity Provider has the meaning set forth in the Intercreditor Agreement.

  • Acceptable Insurance Default shall have the meaning assigned to such term or analogous term in the Servicing Agreement.

  • Least restrictive alternative means the treatment and conditions of treatment which, separately and in combination, are no more intrusive or restrictive of freedom than reasonably necessary to achieve a substantial therapeutic benefit to the minor, or to protect the minor or others from physical injury;

  • Alternative Restructuring Proposal means any inquiry, proposal, offer, bid, term sheet, discussion, or agreement with respect to a sale, disposition, new-money investment, restructuring, reorganization, merger, amalgamation, acquisition, consolidation, dissolution, debt investment, equity investment, liquidation, tender offer, recapitalization, plan of reorganization, share exchange, business combination, or similar transaction involving any one or more Company Parties or the debt, equity, or other interests in any one or more Company Parties that is an alternative to one or more of the Restructuring Transactions.

  • netting arrangement means an arrangement under which a number of claims or obligations can be converted into a single net claim, including close-out netting arrangements under which, on the occurrence of an enforcement event (however or wherever defined) the obligations of the parties are accelerated so as to become immediately due or are terminated, and in either case are converted into or replaced by a single net claim, including ‘close-out netting provisions’ as defined in point (n)(i) of Article 2(1) of Directive 2002/47/EC and ‘netting’ as defined in point (k) of Article 2 of Directive 98/26/EC;

  • Acceptable Bank means (a) a bank or financial institution which has a rating for its long-term unsecured and non credit-enhanced debt obligations of A- or higher by S&P or A2 or higher by Moody's or a comparable rating from an internationally recognized credit rating agency; or (b) any other bank or financial institution approved by each Agent.

  • Alternative Transaction Proposal means any proposal, offer, inquiry or contact with respect to an Alternative Transaction.

  • Share Termination Alternative If applicable, Dealer shall deliver to Counterparty the Share Termination Delivery Property on, or within a commercially reasonable period of time after, the date when the relevant Payment Obligation would otherwise be due pursuant to Section 12.7 or 12.9 of the Equity Definitions or Section 6(d)(ii) and 6(e) of the Agreement, as applicable, in satisfaction of such Payment Obligation in the manner reasonably requested by Counterparty free of payment. Share Termination Delivery Property: A number of Share Termination Delivery Units, as calculated by the Calculation Agent, equal to the Payment Obligation divided by the Share Termination Unit Price. The Calculation Agent shall adjust the Share Termination Delivery Property by replacing any fractional portion of a security therein with an amount of cash equal to the value of such fractional security based on the values used to calculate the Share Termination Unit Price.

  • Acceptable earned value management system means an earned value management system that generally complies with system criteria in paragraph (b) of this clause.

  • Less restrictive alternative treatment means a program of