Directed Divestment definition

Directed Divestment means (i) putting, on one or more occasions, any or all of Target German Assets (including any equity of the Target German Entities) into trust or otherwise subject to the control and/or management by any Person independent of the U.S. Borrower and its Subsidiaries (any, a “Directed Divestment In Trust”)and (ii) any other transfers, conveyances, sales or other dispositions of any or all of the Target German Assets, in any case, at the direction (including any order, rule or similar action and, in connection with any Directed Investment In Trust, any request) of the German Federal Ministry for Economic Affairs and Energy (Bundesministeriums für Wirtschaft und Energie) (“BMWi”) or other agency of the German Federal government under or in connection with the German Foreign Trade and Payments Ordinance (Außenwirtschaftsverordnung - AWV) (“AWV”) or other German Federal statute.
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Directed Divestment means (i) putting, on one or more occasions, any or all of Interoute German Assets (including any equity of the Interoute German Entities) into trust or otherwise subject to the control and/or management by any Person independent of the Parent Guarantor and its Subsidiaries (any, a “Directed Divestment In Trust”) and (ii) any other transfers, conveyances, sales or other dispositions of any or all of the Interoute German Assets, in any case, at the direction (including any order, rule or similar action and, in connection with any Directed Investment In Trust, any request) of the German Federal Ministry for Economic Affairs and Energy (Bundesministeriums für Wirtschaft und Energie) (“BMWi”) or other agency of the German Federal government under or in connection with the German Foreign Trade and Payments Ordinance (Außenwirtschaftsverordnung - AWV) (“AWV”) or other German Federal statute. “Disqualified Equity Interests” means any Equity Interest that (a) by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event (other than, subject to clause (d) below, a sale of such Person or Subsidiary, or a “change of control”), matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is 91 days after the Maturity Date, (b) is convertible into or exchangeable (unless at the sole option of the issuer thereof) for (i) debt securities or other Indebtedness or (ii) any Equity Interest referred to in clause (a) above, in each case at any time on or prior to the date that is 91 days after the Maturity Date, (c) requires Cash Dividend payments prior to the date that is 91 days after the Maturity Date, or (d) provides the holders of such Equity Interests with any rights to receive any cash upon the occurrence of a change of control prior to the date on which the Obligations have been irrevocably paid in full, unless the rights to receive such cash are contingent on either
Sample 1
Directed Divestment means (i) putting, on one or more occasions, any or all of Target German Assets (including any equity of the Target German Entities) into trust or otherwise subject to the control and/or management by any Person independent of the U.S. Borrower and its Subsidiaries (any, a “Directed Divestment In Trust”)and (ii) any other transfers, conveyances, sales or other dispositions of any or all of the Target German Assets, in any case, at the direction (including any order, rule or similar action and, in connection with any Directed InvestmentDivestment In Trust, any request) of the German Federal Ministry for Economic Affairs and Energy (Bundesministeriums für Wirtschaft und Energie) (“BMWi”) or other agency of the German Federal government under or in connection with the German Foreign Trade and Payments Ordinance (Außenwirtschaftsverordnung - AWV) (“AWV”) or other German Federal statute. “Disqualified Equity Interests” means any Equity Interest that (a) by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event (other than, subject to clause (d) below, a sale of such Person or Subsidiary, or a “change of control”), matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option
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Examples of Directed Divestment in a sentence

  • Each Credit Party has good and marketable title, in the case of owned Real Property, and good title (or valid Leaseholds, in the case of any leased property), in the case of all other property, to all of its properties and assets free and clear of Liens other than Permitted Liens or as a result of a Directed Divestment In Trust.

  • None of the provisions set forth in Article VI or VII or in Section 8.01(h) shall prohibit any Directed Divestment effected in accordance with applicable law so long as the Borrowers comply with the mandatory prepayment provisions of Section 2.13(c)(viii).

  • The Equity Interests of each Credit Party described on Schedule 5.22 (i) are validly issued and fully paid and non-assessable (to the extent such concepts are applicable to the respective Equity Interests and subject to the assessability of the shares to a Nova Scotia unlimited company under the Companies Act (Nova Scotia)) and (ii) are owned of record and beneficially as set forth on Schedule 5.22, free and clear of all Liens (other than Permitted Liens or as a result of any Directed Divestment In Trust).

  • All Liens created under the Loan Documents on the Target German Assets subject to a Directed Divestment shall be automatically released immediately prior to the consummation of such Directed Investment.

  • All Liens created under the Loan Documents on the Interoute German Assets subject to a Directed Divestment shall be automatically released immediately prior to the consummation of such Directed Divestment.

  • None of the provisions set forth in Article VI or VII or in Section 8.01(h) shall prohibit any Directed Divestment effected in accordance with applicable law so long as the Borrower complies with the mandatory prepayment provisions of Section 2.13(c)(viii).

  • The Equity Interests of each Credit Party described on Schedule 5.22 (i) are validly issued and fully paid and non assessable (to the extent such concepts are applicable to the respective Equity Interests and subject to the assessability of the shares to a Nova Scotia unlimited company under the Companies Act (Nova Scotia)) and (ii) are owned of record and beneficially as set forth on Schedule 5.22, free and clear of all Liens (other than Permitted Liens or as a result of any Directed Divestment In Trust).

  • The Equity Interests of each Credit Party described on Schedule 5.22 (i) are validly issued and fully paid and non‑assessable (to the extent such concepts are applicable to the respective Equity Interests and subject to the assessability of the shares to a Nova Scotia unlimited company under the Companies Act (Nova Scotia)) and (ii) are owned of record and beneficially as set forth on Schedule 5.22, free and clear of all Liens (other than Permitted Liens or as a result of any Directed Divestment In Trust).

Related to Directed Divestment

  • Expected Distributions means, with respect to the Certificates of any Trust on any Current Distribution Date, the difference between (A) the Pool Balance of such Certificates as of the immediately preceding Distribution Date (or, if the Current Distribution Date is the first Distribution Date, the original aggregate face amount of the Certificates of such Trust) and (B) the Pool Balance of such Certificates as of the Current Distribution Date calculated on the basis that (i) the principal of the Non-Performing Equipment Notes held in such Trust has been paid in full and such payments have been distributed to the holders of such Certificates, (ii) the principal of the Performing Equipment Notes held in such Trust has been paid when due (without giving effect to any Acceleration of Performing Equipment Notes) and such payments have been distributed to the holders of such Certificates and (iii) the principal of any Equipment Notes formerly held in such Trust that have been sold pursuant to the terms hereof has been paid in full and such payments have been distributed to the holders of such Certificates, but without giving effect to any reduction in the Pool Balance as a result of any distribution attributable to Deposits occurring after the immediately preceding Distribution Date (or, if the Current Distribution Date is the first Distribution Date, occurring after the initial issuance of the Certificates of such Trust). For purposes of calculating Expected Distributions with respect to the Certificates of any Trust, any Premium paid on the Equipment Notes held in such Trust which has not been distributed to the Certificateholders of such Trust (other than such Premium or a portion thereof applied to the payment of interest on the Certificates of such Trust or the reduction of the Pool Balance of such Trust) shall be added to the amount of such Expected Distributions.

  • Restricted Distribution means as to any Person (i) any dividend or other distribution on any equity interest in such Person (except those payable solely in its equity interests of the same class) or (ii) any payment on account of (a) the purchase, redemption, retirement, defeasance, surrender or acquisition of any equity interests in such Person or any claim respecting the purchase or sale of any equity interest in such Person or (b) any option, warrant or other right to acquire any equity interests in such Person.

  • Investment Company Act Event means that the Company shall have received an Opinion of Counsel to the effect that, as a result of the occurrence of a change in law or regulation or a written change in interpretation or application of law or regulation by any legislative body, court, governmental agency or regulatory authority, there is more than an insubstantial risk that the Securities Trust is or will be considered an "investment company" that is required to be registered under the Investment Company Act of 1940, as amended, which change becomes effective on or after the Original Issue Date.

  • Permitted Dividend has the meaning provided in Section 6.1(d).

  • Transaction Person with respect to a Transaction shall mean (i) any Person who (x) is or will become an Acquiring Person or a Principal Party (as such term is hereinafter defined) if the Transaction were to be consummated and (y) directly or indirectly proposed or nominated a director of the Company which director is in office at the time of consideration of the Transaction, or (ii) an Affiliate or Associate of such a Person.

  • Investment Canada Act means the Investment Canada Act (Canada).

  • prescribed amount means $10 000 or such other amount as may be prescribed;

  • Permitted Distributions means the following Distributions:

  • Permitted Dividends means dividends or distributions made by the Company on its Class A Shares, and, without duplication, the Operating Partnerships to fund such dividends or distributions, annually in an aggregate amount equal to not less than 20% of the Company’s annual Distributable Earnings or more than 30% of Distributable Earnings; provided, that, if the minimum amount of dividends or distributions eligible to be made hereunder would be $1.00 or less per Class A Share, then up to $1.00 per Class A Share (subject to appropriate adjustment in the event of any equity dividend, equity split, combination or other similar recapitalization with respect to the Class A Shares after the Issuance Date).

  • Restricted Transaction means any of the following transactions or transmit- tals involving any credit, funds, instru- ment, or proceeds that the Act pro- hibits any person engaged in the busi- ness of betting or wagering (which does not include the activities of a financial transaction provider, or any inter- active computer service or tele- communications service) from know- ingly accepting, in connection with the participation of another person in un- lawful Internet gambling—

  • Special Purpose Investment Personnel means each SEI Access Person who, in connection with his or her regular functions (including, where appropriate, attendance at Board meetings and other meetings at which the official business of a Trust or any Fund thereof is discussed or carried on), obtains contemporaneous information regarding the purchase or sale of a Security by a Fund. Special Purpose Investment Personnel shall occupy this status only with respect to those Securities as to which he or she obtains such contemporaneous information.

  • Restricted Investment means an Investment other than a Permitted Investment.

  • Lender-Related Distress Event means, with respect to any Lender or any person that directly or indirectly controls such Lender (each, a “Distressed Person”), as the case may be, a voluntary or involuntary case with respect to such Distressed Person under any Debtor Relief Law, or a custodian, conservator, receiver or similar official is appointed for such Distressed Person or any substantial part of such Distressed Person’s assets, or such Distressed Person or any person that directly or indirectly controls such Distressed Person is subject to a forced liquidation, or such Distressed Person makes a general assignment for the benefit of creditors or is otherwise adjudicated as, or determined by any Governmental Authority having regulatory authority over such Distressed Person or its assets to be, insolvent or bankrupt; provided that a Lender-Related Distress Event shall not be deemed to have occurred solely by virtue of the ownership or acquisition of any equity interests in any Lender or any person that directly or indirectly controls such Lender by a Governmental Authority or an instrumentality thereof.

  • Permitted Transaction means any transaction involving (i) a Swap that is not a Required Transaction or (ii) a Required Transaction that is a component of a Covered Package Transaction.

  • Permitted Distribution means any of the following:

  • Automatic Investment Plan means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An Automatic Investment Plan includes a dividend reinvestment plan.

  • Automatic Investment Plan/Dividend Reinvestment Plan means a program in which regular purchases or sales are made automatically in or from investment accounts in accordance with a predetermined schedule and allocation, including dividend reinvestment plans.

  • Specified Disposition means any disposition of all or substantially all of the assets or Capital Stock of any Subsidiary of the Borrower or any division, business unit, product line or line of business.

  • Investment Adviser or "Adviser" means a party furnishing services to the Trust pursuant to any contract described in Article IV, Section 7(a) hereof;

  • Disposition Date shall have the meaning ascribed thereto in Subsection 5.1(d);

  • Unrestricted Cash Amount means, as to any Person on any date of determination, the amount of (a) unrestricted Cash and Cash Equivalents of such Person whether or not held in an account pledged to the Collateral Agent and (b) Cash and Cash Equivalents of such Person restricted in favor of the Facilities (which may also include Cash and Cash Equivalents securing other Indebtedness secured by a Lien on any Collateral along with the Facilities), in each case as determined in accordance with GAAP; it being understood and agreed that proceeds subject to Escrow shall be deemed to constitute “restricted cash” for purposes of the Unrestricted Cash Amount.

  • Agent-Related Distress Event means, with respect to the Administrative Agent, the Collateral Agent or any Person that directly or indirectly controls the Administrative Agent or the Collateral Agent (each, a “Distressed Agent-Related Person”), a voluntary or involuntary case with respect to such Distressed Agent-Related Person under any Debtor Relief Law is commenced, or a custodian, conservator, receiver or similar official is appointed for such Distressed Agent-Related Person or any substantial part of such Distressed Agent-Related Person’s assets, or such Distressed Agent-Related Person makes a general assignment for the benefit of creditors or is otherwise adjudicated as, or determined by any Governmental Authority having regulatory authority over such Distressed Agent-Related Person to be, insolvent or bankrupt; provided, that an Agent-Related Distress Event shall not be deemed to have occurred solely by virtue of the ownership or acquisition of any Equity Interests in the Administrative Agent, the Collateral Agent or any Person that directly or indirectly controls the Administrative Agent by a Governmental Authority or an instrumentality thereof, so long as such ownership interest does not result in or provide the Administrative Agent or Collateral Agent with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit the Administrative Agent or Collateral Agent (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made with the Administrative Agent or the Collateral Agent.

  • Disposition Event means any merger, consolidation or other business combination of the Corporation, whether effectuated through one transaction or series of related transactions (including a tender offer followed by a merger in which holders of Class A Common Stock receive the same consideration per share paid in the tender offer), unless, following such transaction, all or substantially all of the holders of the voting power of all outstanding classes of Common Stock and series of Preferred Stock that are generally entitled to vote in the election of Directors prior to such transaction or series of transactions, continue to hold a majority of the voting power of the surviving entity (or its parent) resulting from such transaction or series of transactions in substantially the same proportions as immediately prior to such transaction or series of transactions.

  • Permitted Transactions has the meaning set forth in Section 13(B).