Divestiture Sale definition

Divestiture Sale means a Market Divestiture or Spectrum Divestiture.
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Divestiture Sale means the sale, transfer or other divestiture of assets, including Equity Interests, required by, or agreed to with, any Governmental Entity in connection with obtaining approval or consent for the Transactions under applicable Antitrust Laws.
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Divestiture Sale has the meaning set forth in Section 7.28 of the Disclosure Letter.
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Examples of Divestiture Sale in a sentence

  • If any Divestiture Sale provides for potential post-closing indemnity or other payments by the Company or any of its Affiliates (including, after the Closing, Purchaser and its Affiliates) and such payments are actually made, Seller agrees to reimburse Purchaser from time to time for any difference in the amount that would have been paid to Seller pursuant to this Section 2.3(i) if the proceeds of the Divestiture Sale had been reduced by the amount of post-Closing indemnity or other payments.

  • Shareholder Activism Request FrequencyGeneralized "Strategic Initiatives" Seat on Board of DirectorsAsset Divestiture Sale of Company Share Repurchase Increase DividendsReplace CEOSpin-off Refinance/Recapitalize "Corporate Governance"LBO/Take PrivateAccept Merger Reduce Shareholder Defenses Prevent Merger/Sale/Buyout0% 5% 10% 15% 20% 25% 30% 35% 40% 45%• Most frequently requested demands included a seat on the board of directors, asset divestitures, sale of the company and share repurchases.

  • DIVESTITURE / DEMERGER ` Divestiture: Sale of segment of a company (assets, a product line, a subsidiary) to a third party for cash and/or securities.

Related to Divestiture Sale

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

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

  • Change of Control Transaction means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 33% of the voting securities of the Company (other than by means of conversion or exercise of the Notes and the Securities issued together with the Notes), (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof), or (e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.

  • Change of Control means the occurrence of any of the following:

  • Bundled transaction means the purchase of 2 or more distinct and identifiable products, except real property and services to real property, where the products are sold for a single nonitemized price. A bundled transaction does not include the sale of any products in which the sales price varies, or is negotiable, based on the selection by the purchaser of the products included in the transaction. As used in this subdivision:

  • Company Sale a sale, conveyance or other disposition of the Company, whether by merger, consolidation, sale of all or substantially all of the Company’s assets or sale of capital stock, including any issuance or transfer of Capital Stock of the Company to any Person.

  • 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.

  • Significant business transaction means any business transaction or series of transactions that, during any one fiscal year, exceeds the lesser of $25,000 or 5 percent of the total operating expense of a provider.

  • Business Combination Date means the date upon which a Business Combination is consummated.

  • Change of Control Triggering Event means the occurrence of both a Change of Control and a Rating Event.