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

  • The Divestiture Process was an appropriate method for determining the fair market value of the assets and the consideration to be received is therefore reasonable and fair.

  • The lack of data 1 A Study of the Commission’s Divestiture Process, Staff of the Bureau of Competition (1999), available at http://www.ftc.gov/os/1999/9908/ divestiture.pdf.

  • The Stay Period was extended twice by way of Orders dated April 5 and May 4, 2012 and is set to expire on July 20, 2012.2. On April 20, 2012, the Court granted the Debtors’ Motion for Approval of a Divestiture Process and issued an Order Approving the Divestiture Process.

  • The Monitor is satisfied that the Divestiture Process was fair, transparent and reasonable in the circumstances and that the process was conducted in accordance with the provisions of the Divestiture Process Order.

  • On April 20, 2012, the Court granted the Debtors’ Motion for Approval of a Divestiture Process and issued an Order Approving the Divestiture Process.

  • Moreover, substitution of employer-based coverage with a subsidized state plan may result in fewer improvements in access to care and health status than anticipated because families who are already covered are simply moving to a different form of health insurance.Because substitution can blunt the impact of health insurance expansions, federal Title XXI legislation requires states to assess the degree to which the states’ programs are contributing to crowd out of employer-based dependent coverage.

  • The Commission, on August 6, released a staff report entitled AA Study of the Commission’s Divestiture Process@ and invited members of the public to submit their views on the report.

  • Staff of the Bureau of Competition of the Federal Trade Commission, A Study of the Commission's Divestiture Process (1999), p.

  • The Acquisition & Divestiture Process in the Twenty First Century 1.

  • Commission Studies and Reports A Study of the Commission’s Divestiture Process, Staff of the Bureaus of Competition and Economics, August 1999.

Related to Divestiture Process

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

  • Competitive Process means a formal sealed, electronic, or web-based bid procedure used for all nonclaims related purchases for goods and services over fifty thousand dollars. For purchases between five thousand dollars and fifty thousand dollars, competitive process means quotations obtained from at least three vendors by telephone or written quotations, or both, and supported by evidence of competition. Purchases up to five thousand dollars are exempt from competitive bids providing procurement is based on obtaining maximum quality at minimum cost.

  • 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 the Company and a service provider by which that service provider performs a process, a service or an activity which would otherwise be undertaken by the Company itself;

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

  • 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 any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets of a Person, or of all or substantially all of any business or division of a Person, (b) the acquisition of in excess of 50% of the Capital Securities of any Person, or otherwise causing any Person to become a Subsidiary, or (c) a merger or consolidation or any other combination with another Person (other than a Person that is already a Subsidiary).

  • 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.

  • Bidding Process means the procurement procedure under which sealed bids are invited, received, opened, examined and evaluated for the purpose of awarding a contract;

  • Cannabis processing facility means a person that:

  • Acquisitions means the acquisition by the Borrower or its Subsidiaries of at least a majority of the capital stock or all or substantially all of the property of another Person, division of another Person or other business unit of another Person, whether or not involving a merger or consolidation of such Person; provided, that such Person or property is used or useful in a Permitted Line of Business.

  • Infrastructure project means any construction or acquisition of treatment works,

  • Development means any man-made change to improved or unimproved real estate, including, but not limited to, buildings or other structures, mining, dredging, filling, grading, paving, excavation or drilling operations, or storage of equipment or materials.