Divestiture Process definition

Divestiture Process means the divestments contemplated by Section 6.04(g) of the Acquisition Agreement (as in effect as of November 15, 2018 after giving effect to the amendment and restatement on such date), which shall not include any revenues or other payments under any supply, distribution or licensing contracts entered into pursuant to Section 6.04(h)(ii) of such Acquisition Agreement. It is understood and agreed that the Net Proceeds of the Divestiture Process shall be deemed to (x) include any amount received by or on behalf of the Borrower or any Restricted Subsidiary pursuant to Section 6.04(g)(iii)(ii) of the Acquisition Agreement (as in effect as of November 15, 2018 after giving effect to the amendment and restatement on such date) and (y) without duplication of the definition of “Net Proceeds”, be net of any payment by the Borrower or any Restricted Subsidiary pursuant to Section 6.04(g)(iii)(i) of the Acquisition Agreement (as in effect as of November 15, 2018 after giving effect to the amendment and restatement on such date). If the Divestiture Process should occur and give rise to Net Proceeds prior to the Closing Date, such Net Proceeds shall be deemed to be received on the Closing Date and shall be applied in accordance with Section 2.04(b)(iii) on the Closing Date.
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Divestiture Process has the meaning specified in Section 6.04(g)(i).
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Divestiture Process or “DP” means the process described in this Introductory Letter and its schedules, as may be amended or supplemented and which shall also be posted on the Monitor’s website;
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Examples of Divestiture Process in a sentence

  • Purchaser shall use its reasonable best efforts to cause the Divestiture Process to be completed as soon as practicable and prior to the Termination Date).

  • The 1999 study of the Divestiture Process, conducted by the FTC, found that buyers quite frequently were reluctant to alert the Commission to difficulties they encountered in dealing with respondents2, causing problems to be unnecessarily elevated prior to being addressed.

  • The Sellers shall appoint one (1) individual (who shall not be an employee of the Company) who will be a representative of the Sellers’ Representatives (the “ Sellers’ Appointee ”) who will have overall responsibility for managing and coordinating responses from the Sellers in connection with the Divestiture Process and who will coordinate and consult with the Buyers.

  • FTC Bureau of Competition, A Study of the Commission’s Divestiture Process (1999),available at http://www.ftc.gov/os/1999/08/divestiture.pdf.

  • FTC Staff, A Study of the Commission’s Divestiture Process (1999), available at http://www.ftc.gov/os/1999/9908/divestiture.pdf.

  • Other Forms of Restructuring;➢ Divestitures and Asset sales Valuation: ➢ Stand Alone Value; Takeover Value;• Accretion or Dilution Analysis.• The Divestiture Process: ➢ Seller Considerations ➢ Accounting for Divestitures and Asset Sales;➢ Case Study.

  • My comments are based primarily on work that I and others did to produce the 1999 Staff Report entitled, A Study of the Commission’s Divestiture Process.

  • Staff conservatively estimates that, for each interview of the 10 The Staff of the Bureau of Competition of the Federal Trade Commission compiled its findings from the study in its report: A Study of the Commission=s Divestiture Process, 1999, available at http://www.ftc.gov/os/1999/08/divestiture.pdf.responding company, two individuals (a company executive and a lawyer) will devote two hours (one hour preparing and one hour participating) each to responding to questions for a total of four hours.

  • Federal Trade Commission, Bureau of Competition, A Study of the Commission’s Divestiture Process (1999), available at http://www.ftc.gov/os/1999/08/divestiture.pdf.the abuse of governmental power.52 Or, perhaps staff morale would be reduced by litigating such cases.

  • Trade Com’n, A Study of the Commission’s Divestiture Process (1999), https://www ftc.gov/sites/default/files/attachments/merger-review/divestiture.pdf.

Related to Divestiture Process

  • Sale Process means all matters relating to the sale of the Business and the review of strategic alternatives with respect to the Business, and all activities in connection therewith, including matters relating to (a) the solicitation of proposals from and negotiations with third parties in connection with the sale of the Business or Excluded Assets or (b) the drafting, negotiation or interpretation of any of the provisions of this Agreement or the other Transaction Documents, or the determination of the allocation of any assets or Liabilities pursuant to the foregoing agreements or the transactions contemplated thereby.

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

  • Competitive Process means either an Open Competition or an Invitational Competition;

  • RFP Process or “Bidding Process” means the process governing the submission and evaluation of the Bids as set out in the RFP itself;

  • outsourcing means an arrangement of any form between an insurance or reinsurance undertaking and a service provider, whether a supervised entity or not, by which that service provider performs a process, a service or an activity, whether directly or by sub-outsourcing, which would otherwise be performed by the insurance or reinsurance undertaking itself;

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

  • 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.

  • Transformation means, any of the following with respect to a legal entity: a merger, transformation, (re-) registration, incorporation as a joint stock or limited liability company or partnership or other legal entity, bankruptcy, liquidation, insolvency, organization into a distinct form or other entity or any other event or process by which any of the following is altered with respect to that entity: its legal identity, form or nature, or the form or nature of its ownership or capital, or its seat, and where any such event or process or any part thereof took place at any time between 22 March 1989 and 13 June 2002.

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

  • Outsourcing facility means a facility that is engaged in the compounding of sterile drugs and is currently registered as an outsourcing facility with the U.S. Secretary of Health and Human Services and that complies with all applicable requirements of federal and state law, including the Federal Food, Drug, and Cosmetic Act.

  • Business Unit means the assets constituting the business or a division or operating unit thereof of any Person.

  • Transformative Acquisition means any acquisition or Investment by the Borrower or any Restricted Subsidiary that is either (a) not permitted by the terms of this Agreement immediately prior to the consummation of such acquisition or Investment or (b) if permitted by the terms of this Agreement immediately prior to the consummation of such acquisition or Investment, would not provide the Borrower and its Restricted Subsidiaries with adequate flexibility under this Agreement for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower acting in good faith.

  • Disruption of the educational process means the interruption of classwork, the creation of disorder, or the invasion of the rights of a student or group of students.

  • e-Procurement means the use of information and communication technology (especially the internet) by the Procuring Entity in conducting its procurement processes with bidders for the acquisition of goods (supplies), works and services with the aim of open, non discriminatory and efficient procurement through transparent procedures;

  • Sole source procurement means a procurement without competition pursuant to a determination under Subsection 63G-6a-802(1)(a) that there is only one source for the procurement item.

  • Cooperative procurement means procurement conducted by, or on behalf of:

  • Change in Management will occur if more than 50% of the Leadership Team is terminated and/or resigns within 12 months after the date of the occurrence of a Change of Control; provided, in each case, that termination and/or resignation of such officer will not include (i) a change in such officer’s status in the ordinary course of succession so long as such officer remains affiliated with the Manager or its Subsidiaries as an officer or director, or in a similar capacity, (ii) retirement of any officer or (iii) death or incapacitation of any officer.

  • Sale Transaction has the meaning set forth in Section 3(a).

  • Unfriendly Acquisition any acquisition that has not, at the time of the first public announcement of an offer relating thereto, been approved by the board of directors (or other legally recognized governing body) of the Person to be acquired; except that with respect to any acquisition of a non-U.S. Person, an otherwise friendly acquisition shall not be deemed to be unfriendly if it is not customary in such jurisdiction to obtain such approval prior to the first public announcement of an offer relating to a friendly acquisition.

  • Procurement Process means the process commenced by the issuing of this Invitation and concluding upon the award of a contract (or other outcome as determined by Tetra Tech International Development) or upon the earlier termination of the process

  • Restructuring has the meaning set forth in the Recitals.

  • Acquisition means (a) the purchase or other acquisition by a Person or its Subsidiaries of all or substantially all of the assets of (or any division or business line of) any other Person, or (b) the purchase or other acquisition (whether by means of a merger, consolidation, or otherwise) by a Person or its Subsidiaries of all or substantially all of the Equity Interests of any other Person.

  • Support Call Process means the support call process applicable to all of our customers who have licensed the Tyler Software. A copy of our current Support Call Process is attached as Schedule 1 to Exhibit C.

  • Educational activity means an activity offered by a school, school district, charter school or county office of education that constitutes an integral fundamental part of elementary and secondary education, including, but not limited to, curricular and extracurricular activities.

  • Dispositional hearing means a hearing to determine the order of disposition which should be made with respect to a child adjudged to be a ward of the court;

  • Education program or activity means locations, events, or circumstances for which the school district exercises substantial control over both the respondent and the context in which the sexual harassment occurs and includes school district education programs or activities that occur on or off of school district property.