Divestiture Actions definition

Divestiture Actions shall have the meaning set forth in Section 7.3(b).
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Divestiture Actions has the meaning set forth in Section 5.10(c).
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Examples of Divestiture Actions in a sentence

  • Buyer has obtained four (4) Environmental Insurance Policies (each, an “EIP”), which include three (3) EIPs that provide coverage for the Retail Sites to be sold by Buyer in connection with the Divestiture Actions after the Closing and one (1) EIP that provides coverage for the remainder of the Retail Sites to be acquired by Buyer at Closing.

  • Notwithstanding anything to the contrary in this Agreement, Parent shall not be required to agree to any action required in this Section 6.7(c) (including any Divestiture Actions) that would, individually or taken together, reasonably be expected to have a material adverse effect on Parent (including its Affiliates) or the Company (including its Affiliates).

  • Subject to compliance with the provisions of this Section 6.4, Parent shall have the right to determine, direct and have control over the strategy and process by which the parties will seek required approvals under the Antitrust Laws and to control the defense or prosecution of any claims, actions or proceedings relating thereto, including all matters relating to any Divestiture Actions.

  • Parent and the Company shall cooperate in any proposal, negotiation, or offer to commit and to effect, by consent decree, hold separate order or otherwise, any and all Divestiture Actions or otherwise to offer to take or offer to commit (and if such offer is accepted, commit to and effect) to take any Divestiture Action as may be required to resolve any Governmental Authority’s objections to the Merger and the other transactions contemplated by this Agreement.

  • The obligations of the parties hereto to take Divestiture Actions shall be subject to Sections 6.03(e) and 6.03(f).

  • In addition, Parent shall keep the Company reasonably informed regarding the status of any contemplated Divestiture Actions to any third Persons and its material meetings or material teleconferences with such third Persons relating thereto.

  • Buyer and the Company shall cooperate in any proposal, negotiation, or offer to commit and to effect, by consent decree, hold separate order or otherwise, any and all Divestiture Actions or otherwise to offer to take or offer to commit (and if such offer is accepted, commit to and effect) to take any Divestiture Action as may be required to resolve any Governmental Authority’s objections to the Transaction and the other transactions contemplated by this Agreement.

  • For purposes of this Section 5.3(d), Taxes (including, solely for the purpose of this Section 5.3(d), the cost of any tax loss carryforwards and similar Tax attributes that are consumed by a Divestiture Action) are “incremental” unless such Taxes would have been borne by Seller Parent Group in respect of the Contemplated Transactions had no Divestiture Actions occurred.

  • The Parties have agreed that under certain circumstances, depending on the level of Divestiture Actions, the Base Purchase Price will be decreased by up to U.S.$140,000,000 in order to make such Divestiture Actions commercially reasonable as described in Section 6.3(b) (Efforts and Actions to Cause Closing to Occur).

  • For non-detected and below LOD measured congeners was given "0" value.

Related to Divestiture Actions

  • Divestiture Assets means all of Defendants’ rights, titles, and interests in and to:

  • Divestiture Agreement means any agreement between Respondents and an Acquirer (or a Divestiture Trustee appointed pursuant to Paragraph III of this Order and an Acquirer) and all amendments, exhibits, attachments, agreements, and schedules thereto, related to any of the Assets To Be Divested that have been approved by the Commission to accomplish the requirements of this Order. The term “Divestiture Agreement” includes, as appropriate, the Associated Food Stores Divestiture Agreement, the AWG Divestiture Agreement, the Haggen Divestiture Agreement, and the Supervalu Divestiture Agreement.

  • Divestiture means any transaction or event that the Board specifies as a Divestiture under Section 10.5.

  • Avoidance Actions means any and all avoidance, recovery, subordination, or other claims, actions, or remedies that may be brought by or on behalf of the Debtors or their Estates or other authorized parties in interest under the Bankruptcy Code or applicable non-bankruptcy law, including actions or remedies under sections 502, 510, 542, 544, 545, 547 through 553, and 724(a) of the Bankruptcy Code or under similar or related state or federal statutes and common law, including fraudulent transfer laws.

  • Adverse action means a home or remote state action.

  • Related Party Transactions has the meaning set forth in Section 3.21.

  • Divestiture Date means the date on which the Divestiture Assets are divested to Acquirer pursuant to this Final Judgment.

  • Pre-Acquisition Reorganization has the meaning set out in Section 6.8;

  • Related Party Transaction means any transaction directly or indirectly involving any Related Party which is a transfer of resources, services or obligations between a company and a related party, regardless of whether a price is charged.

  • Restructuring Transactions means the transactions described in Article IV.B of the Plan.

  • Tort action means a civil action for damages for injury, death, or loss to person or property other than a civil action for damages for a breach of contract or another agreement between persons or government entities.

  • Adverse employment action means an action that affects an em- ployee ’s compensation, promotion, transfer, work assignment, or performance evaluation, or any other employment action that would dissuade a reasonable employee from making or supporting a report of abuse or neglect under Family Code 261.101.

  • Separation Transactions means the Contribution, the Distribution and the other transactions contemplated by this Agreement and the Separation Step Plan.

  • Internal Collaboration means collaborative arrangements within a group of companies or within various strategic business. units/subsidiaries/operating divisions in order to gain a strategic position whilst sharing resources, profits and losses as well as risks

  • Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.

  • Joint Remediation Committee has the meaning set forth in Section II.A.2.

  • Mergers has the meaning set forth in the Recitals.

  • Benchmark Transition Start Date means, in the case of a Benchmark Transition Event, the earlier of (a) the applicable Benchmark Replacement Date and (b) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication).

  • Remediation Plan means a report identifying:

  • Material Related Party Transactions means any transaction/transactions to be entered into individually or taken together with previous transactions during a financial year exceeds 10% of the annual consolidated turnover of the Company as per the last audited financial statements of the Company.

  • Reorganization Transactions shall have the meaning set forth in the Recitals.

  • Restructuring Period means, whether or not there are Rated Securities at the time a Restructuring Event occurs, the period of 45 days starting from and including the day on which that Restructuring Event occurs.

  • SOFR Benchmark Transition Event means the occurrence of a Benchmark Transition Event with respect to the then-current Benchmark;

  • Avoidance Action means any claim or cause of action of an Estate arising out of or maintainable pursuant to sections 502, 510, 541, 542, 543, 544, 545, 547, 548, 549, 550, 551, or 553 of the Bankruptcy Code or under any other similar applicable law, regardless of whether or not such action has been commenced prior to the Effective Date.

  • Regulatory Action means an administrative or regulatory enforcement action, proceeding, investigation or inspection, FDA Form 483 notice of inspectional observation, warning letter, untitled letter, other notice of violation letter, recall, seizure, Section 305 notice or other similar written communication, or consent decree, issued by the FDA.

  • Restructuring Transactions Memorandum means a document, to be included in the Plan Supplement, that sets forth the material components of the Restructuring Transactions and a description of the steps to be carried out to effectuate the Restructuring Transactions in accordance with the Plan, including the reorganization of the Debtors and issuance of the New Valaris Equity, through the Chapter 11 Cases, the Plan, or any Implementation Mechanism (including, in the United Kingdom, through the Administration).