Divestiture Transaction definition

Divestiture Transaction means the Borrower’s sale of all of the issued and outstanding shares of common stock of Mimosa to Radisys Corporation, an Oregon corporation, for an aggregate purchase price of approximately $60,000,000 in cash (subject to customary adjustments as set forth in the Mimosa Purchase Agreement) on the terms and subject to the conditions set forth in the Mimosa Purchase Agreement as in effect on March 8, 2023 and as may be amended with the prior written consent of the Administrative Agent in its sole discretion (which may be by email); provided that such transaction shall only constitute the “Divestiture Transaction” to the extent that (x) it is consummated in accordance with the requirements of Sections 2.1 and 2.2 of the Second Restatement and (y) the Consent Conditions (as defined in the Second Restatement) have been satisfied.

Divestiture Transaction means Airspan’s sale of all of the issued and outstanding shares of common stock of Mimosa to Radisys Corporation, an Oregon corporation, for an aggregate purchase price of approximately $60,000,000 in cash (subject to customary adjustments as set forth in the Mimosa Purchase Agreement) on the terms and subject to the conditions set forth in the Mimosa Purchase Agreement as in effect on March 8, 2023 and as may be amended with the prior written consent of the Collateral Agent in its sole discretion (which may be by email); provided that such transaction shall only constitute the “Divestiture Transaction” to the extent that (x) it is consummated in accordance with the requirements of Sections 2.1 and 2.2 of the Third Amendment and (y) the Consent Conditions (as defined in the Third Amendment) have been satisfied.

Divestiture Transaction means the Conversion, the P&A Transaction and the Affiliate Merger, collectively.

Examples of Divestiture Transaction in a sentence

• Consummate a Business Combination (except for (i) the Divestiture Transaction, provided that the conditions set forth for the Divestiture Transaction in the Third Amendment have been satisfied, (ii) the Merger Transaction occurring on the Closing Date or (iii) a Permitted Investment) without obtaining the prior written consent of the Collateral Agent and the Required Holders (in their sole and absolute discretion).

• Consummate a Business Combination (except for (i) the Divestiture Transaction, provided that the conditions set forth for the Divestiture Transaction in the Second Restatement have been satisfied, (ii) the De-SPAC Transactions or (iii) a Permitted Investment) without obtaining the prior written consent of the Agents and the Requisite Lenders (in their sole and absolute discretion).

• No transfer of property is being made by any Loan Party and no obligation is being incurred by any Loan Party in connection with the Transactions, the De-SPAC Transactions, the Divestiture Transaction and the other transactions contemplated by this Agreement or the other Loan Documents or IP Hold-Co Documents with the intent to hinder, delay, or defraud either present or future creditors of such Loan Party.

• All regulatory approvals from the Approving Authorities necessary to consummate the Republic Conversion and the Divestiture Transaction have been obtained and remain in full force and effect and all applicable waiting periods have expired.

• If Prometheus indicates to AstraZeneca in writing that it wishes to negotiate, for [***] days the Parties shall promptly and diligently negotiate in good faith on an exclusive basis to enter into a purchase agreement for a Product Divestiture Transaction on mutually agreeable terms and conditions.

More Definitions of Divestiture Transaction

Divestiture Transaction means the planned divestiture of Sprint’s Boost Mobile and Sprint prepaid wireless brands (excluding the Assurance brand Lifeline customers and the prepaid wireless customers of Shenandoah Telecommunications Company and Swiftel Communications, Inc.), including customer accounts, inventory, contracts, intellectual property and certain other specified assets and certain related liabilities to DISH and ongoing commercial and transition services arrangements to be entered into in connection with such divestiture.

Divestiture Transaction has the meaning given to that term in Section 6.3(d).

Divestiture Transaction means the sale, transfer or divestment by the Company of an individual business unit, division, Subsidiary or group thereof in a transaction that does not constitute a “Change of Control Transaction”.

Divestiture Transaction means any transaction or proposed transaction involving the transfer, exchange or sale of any owned real property of Company (whether structured as a transfer, exchange or sale of the equity, properties or assets of the Company or any of its Subsidiaries) requested by Parent to occur in connection with Closing, including as set forth on in Section 8.17(a) of the Company Disclosure Schedule.

Divestiture Transaction means the Borrower’s sale of all of the issued and outstanding shares of common stock of Mimosa to Radisys Corporation, an Oregon corporation, for an aggregate purchase price of approximately $60,000,000 in cash (subject to customary adjustments as set forth in the Mimosa Purchase Agreement) on the terms and subject to the conditions set forth in the Mimosa Purchase Agreement) as in effect on the Petition Date.

Divestiture Transaction means any transaction or series of related transactions between Seller or any of its Affiliates, on the one hand, and any Third Party, on the other hand, involving (a) any direct or indirect sale, exchange, assignment, conveyance, transfer, delivery,

Divestiture Transaction means any transaction or series of related transactions between Seller or any of its Affiliates, on the one hand, and any Third Party, on the other hand, involving (a) any direct or indirect sale, exchange, assignment, conveyance, transfer, delivery, liquidation or other disposition of any Restricted Asset, (b) any direct or indirect license by Seller or any of its Affiliates to such Third Party of the right to develop, commercialize or otherwise Exploit a Restricted Asset or Restricted Product in any field or territory, or (c) any other transfer or grant of, or granting of any option with respect to, control rights or economic rights with respect to any Restricted Asset or Restricted Product other than research, clinical trial-related or manufacturing agreements with contract research organizations or contract manufacturers, in each case in the ordinary course of business, but not including in any case described in clauses (a) through (c) any such transaction or series of related transactions that is effected through a Change in Control Transaction (which shall exclude the conversion of any shares of convertible preferred stock of Seller outstanding as of the date hereof or the exercise of warrants outstanding as of the date hereof in respect of any shares of capital stock of Seller, which conversion or exercise would otherwise constitute a Change of Control Transaction).