Divestiture Condition definition

Divestiture Condition means (a) any restriction, prohibition or limitation of ownership or operation by Parent or any of its Affiliates of all or any portion of the businesses or assets of the Partnership, the Partnership GP or the Partnership’s Subsidiaries in any manner in any part of the world, (b) any requirement that Parent or any of its Affiliates or any of the Partnership, the Partnership GP or the Partnership’s Subsidiaries sell, divest, hold separate or otherwise dispose of, or enter into a voting trust, proxy or “hold separate” Contract or similar Contract with respect to, all or any portion of their respective businesses or assets or (c) any restriction, prohibition or limitation on the ability of Parent or any of its Affiliates or any of the Partnership, the Partnership GP or the Partnership’s Subsidiaries to conduct their respective businesses, enter into any new line of business or own or operate any of their respective assets, in each case, in any manner in any part of the world.

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Divestiture Condition means any condition imposed or required by the FCC as a condition for its consent to or approval of the transfer of control of any of the FCC licenses related to the Station or otherwise to any transaction contemplated hereby or as a condition for its agreement not to institute litigation or any other proceedings to prevent the transfer of control of any of the FCC licenses related to the Stations or otherwise to prevent any of the transactions contemplated hereby which would require Buyer or any affiliate of Buyer (or any person in which Buyer or any affiliate of Buyer has an attributable interest under FCC rules) to dispose of any interest in any media or communications property or interest (including, without limitation, any of the Stations), terminate any venture, arrangement, or contract, or effectuate any change or restructuring of its ownership, including, without limitation, the withdrawal or removal of officers or directors or the conversion or repurchase of equity securities of Buyer or any affiliate of Buyer or owned by Buyer or any affiliate of Buyer (or any person in which Buyer or any affiliate of Buyer has an attributable interest under FCC rules).

Divestiture Condition means (a) any restriction, prohibition or limitation of ownership or operation by any of Parent or its Affiliates of all or any portion of the businesses or assets of the Partnership, the Partnership GP or their Subsidiaries in any manner in any part of the world, (b) any requirement that any of Parent or its Affiliates or any of the Partnership, the Partnership GP or their Subsidiaries sell, divest, hold separate or otherwise dispose of, or enter into a voting trust, proxy or “hold separate” Contract or similar Contract with respect to, all or any portion of their respective businesses or assets or (c) any restriction, prohibition or limitation on the ability of any of the Parent or its Affiliates or any of the Partnership, the Partnership GP or their Subsidiaries to conduct their respective businesses, enter into any new line of business or own or operate any of their respective assets, in each case, in any manner in any part of the world.

Examples of Divestiture Condition in a sentence

Except as expressly provided in this Section 5.8(c), no FCC Divestiture Condition imposed or requested by the FCC will excuse Company or Parent from its obligation to consummate the transactions contemplated hereby, provided that no FCC Divestiture Condition is, in Parent's judgment, individually or in the aggregate, reasonably likely to have a Material Adverse Effect on Parent or Company and that each FCC Divestiture Condition is conditioned upon the consummation of the Merger.
In the event that any action is instituted challenging the Merger as violative of any Antitrust Law, Parent shall take all action necessary, including litigation on the merits and/or any Divestiture Action to resist, avoid or resolve such action up to a Burdensome Divestiture Condition.
The failure of Buyer to satisfy any Divestiture Condition shall be deemed to be a material breach of this Agreement permitting Seller to terminate this Agreement pursuant to the provisions of Section 19(a).
Buyer shall use commercially reasonable efforts to satisfy any Divestiture Condition as promptly as is practicable.
Buyer and Seller agree that the purchase of the Assets is subject to the prior consent and approval of the FCC without the imposition of any conditions materially adverse to Buyer or its affiliates (other than any Divestiture Condition, as hereinafter defined).
A "Masco Divestiture Condition" --------------------------- shall exist if Masco concludes in good faith upon the written advice of independent outside antitrust counsel that Masco's continued investment in the Company would present an unacceptable risk of noncompliance with applicable antitrust law or impose unacceptable constraints on Masco's then current and then proposed business activities under applicable antitrust law.
Promptly following the execution of this Agreement, the parties shall proceed promptly to prepare and file with the appropriate Governmental Entities (other than the FCC) such requests, reports, or notifications as may be required in connection with this Agreement and shall diligently and expeditiously prosecute, and shall cooperate fully with each other in the prosecution of, such matters (and in the case of any Divestiture Condition, at the sole cost and expense of Buyer).
There are no facts relating to Buyer, any Affiliate of Buyer or any ultimate parent entity of Buyer (within the meaning of the HSR Act) that would cause the DOJ or FTC to seek to (i) prevent Buyer from consummating the transactions contemplated by the Agreement or (ii) impose any Divestiture Condition on Buyer or any Affiliate of Buyer.
No action shall have been taken nor any statute, rule, or regulation shall have been enacted by any Governmental Entity that makes the consummation of the transactions contemplated hereby illegal; provided, however, if the foregoing impediment could have been removed or otherwise avoided by the satisfaction or removal of a Divestiture Condition, Buyer shall be deemed in material breach of the covenants of this Agreement contained in Sections 6.1, 7.1 and 7.
Any filings with or consents, authorizations and approvals of any Governmental Bodies required by applicable Legal Requirements (including any filings under the HSR Act and any Affiliate Approvals) shall have been made and obtained without the imposition of a Burdensome Divestiture Condition, and the applicable waiting period and any extensions thereof shall have expired or been terminated.

More Definitions of Divestiture Condition

Divestiture Condition means (a) any restriction, prohibition or limitation of ownership or operation by Parent or Merger Sub or their respective Affiliates of all or any portion of the businesses or assets of the MLP Group Entities in any manner in any part of the world, (b) any requirement that Parent or Merger Sub or any of their respective Affiliates or any MLP Group Entity sell, divest, hold separate or otherwise dispose of, or enter into a voting trust, proxy or “hold separate” Contract or similar Contract with respect to, all or any portion of their respective businesses or assets or (c) any restriction, prohibition or limitation on the ability of Parent or Merger Sub or any of their respective Affiliates or any MLP Group Entity to conduct their respective businesses, enter into any new line of business or own or operate any of their respective assets, in each case, in any manner in any part of the world.

Divestiture Condition means (a) any restriction, prohibition or limitation of ownership or operation by Parent or Merger Sub or their respective Affiliates of all or any portion of the businesses or assets of the Company Group in any manner in any part of the world, (b) any requirement that Parent or Merger Sub or any of their respective Affiliates or the Company Group sell, divest, license, hold separate or otherwise dispose of, or enter into a voting trust, proxy or “hold separate” Contract or similar Contract with respect to, all or any portion of their respective businesses or assets or (c) any restriction, prohibition or limitation on the ability of Parent or Merger Sub or any of their respective Affiliates or the Company Group to conduct their respective businesses, enter into any new line of business or own or operate any of their respective assets, in each case, in any manner in any part of the world.

Divestiture Condition means any condition imposed or required by the FCC (including conditions required by the FCC's multiple ownership rules or policies), the Antitrust Division or the FTC as a condition to its consent to or approval of the transfer of control of any of the American FCC Licenses or otherwise to the transactions (or any of them) contemplated by this Agreement, including without limitation the Merger, or as a condition to its agreement not to institute any Legal Action to prevent the transfer of control of any of the American FCC Licenses or otherwise to prevent any of the transactions contemplated hereby, which would require Mergeparty or any of its Subsidiaries or any of its other Affiliates to dispose of one or more of the American Stations or American Brokered Stations, or in Mergeparty's sole discretion, one or more of the radio broadcast stations owned by Mergeparty and operating in the same Arbitron Survey area as any of the American Stations or American Brokered Stations; provided, however, that with respect to compliance with any condition imposed by the FCC, Mergeparty shall have been afforded a period of six months, from Closing, through the use of trusts or otherwise, within which to comply with the radio duopoly overlap rule, 47 C.F.R. Section 73.3555(a), and Mergeparty shall have been afforded temporary, rather than permanent, waivers of the one-to-a-market rule, 47 C.F.R. Section 73.3555(c), so long as such temporary waivers shall remain in effect until at least 6 months following the effective date of FCC action concluding the ongoing proceeding in MM Docket Nos. 91-221, 87-8 (FCC 94-322) or a successor rulemaking proceeding pending at the time of the grant of the FCC Order, that considers the one-to-a-market rule. D&O INSURANCE shall have the meaning given to it in Section 6.12(c).

Divestiture Condition means (i) the restriction, prohibition or limitation of ownership or operation by Parent or Merger Sub or their Subsidiaries of all or any material portion of the business or assets of the Company or any of their respective Subsidiaries, (ii) the requirement that Parent or Merger Sub or the Company or any of their respective Subsidiaries divest, dispose of or hold separately all or any material portion of the business or assets of Parent or Merger Sub or Company or any of their respective Subsidiaries, or imposition of any material limitation, restriction or prohibition on the ability of Parent or Company or their Subsidiaries to conduct it business or own such assets or (iii) the imposition of material limitations on the ability of Parent or Merger Sub or their Subsidiaries to acquire, hold or exercise full rights of ownership of the Shares, including the right to vote any Shares acquired or owned by Merger Sub or Parent or their Subsidiaries pursuant to the Offer on all matters presented to the Company’s shareholders; provided that a “Divestiture Condition” shall not include any obligation imposed upon the Company or Parent (or their respective Affiliates), including pursuant to an Order or consent decree implementing such obligations, to continue to supply the Company’s customers in fulfillment of current contractual commitments or to provide future supply needs for currently served aviation platforms, and those aviation platforms and aviation communication standards presently in development, or aviation platforms for which Parent itself offers to supply, in each case on fair and commercially reasonable terms.

Divestiture Condition means any condition imposed or required by the FCC, DOJ or FTC as a condition to its consent to or approval of the transfer of control of any of the FCC Licenses or otherwise to the transactions (or any of them) contemplated hereby or as a condition to its agreement not to institute litigation or any other proceedings to prevent the transfer of control of any of the FCC Licenses or otherwise to prevent any of the transactions contemplated hereby which would require Buyer, Capstar or any of their subsidiaries or any of their other Affiliates to dispose of any interest in any media or communications property or interest (including, without limitation, any of the Stations), terminate any venture or arrangement, or effectuate any change or restructuring of its ownership (including, without limitation, the removal or withdrawal of officers or directors or the conversion or repurchase of equity securities of Buyer, Capstar or any Affiliate).