Permitted Divestiture means any sale or other divestiture of assets or property made in anticipation of the Acquisition (as a result of discussion with antitrust regulators in connection with the Acquisition) or required to be made pursuant to any consent decree or similar order or agreement, which decree, order or agreement is issued or entered into prior to the consummation of the Acquisition and in connection therewith by the Antitrust Division of the U.S. Department of Justice, the Bureau of Competition of the U.S. Federal Trade Commission and/or any similar state or foreign regulatory agency or body.
Permitted Divestiture means the divestiture upon terms that are usual and customary with respect to divestitures required by the DOJ, of (i) the Company’s Huntington, West Virginia facility, (ii) the tangible assets used primarily in connection with the Company’s bonded insulated rail joints (assemblies and kits), Thermabond insulated joint kits, polyurethane coat insulated rail joints, end posts, poly gage and tie plates, fiberglass (CyPly) joint kits, plastic insulation joint kits and plastic and canvas insulated gage plates, standard joints, compromise and transition joints, and Weldmate joint bars, and (iii) the Company’s intangible assets used primarily in connection with, or necessary in the production of, the foregoing products; but not including the tangible and intangible assets used in connection with the lubrication and friction management business, the shipping systems division business, the curv bloc business and the car repair business.
Permitted Divestiture means any Disposition by the Company or any Subsidiary of assets or property of the Company or any Subsidiary or any Equity Interests in a Subsidiary, in a single transaction or series of related transactions, if immediately after giving effect thereto: (a) no Event of Default exists on the date that the Company or the applicable Subsidiary enters into a binding agreement with respect to such Disposition or would result from such Disposition; (b) so long as immediately after giving pro forma effect thereto, the Company shall be in compliance with the covenants set forth Sections 6(c), (d) and (e) as of the last day of the most recently ended fiscal quarter for which financial statements are available, as demonstrated by a pro forma compliance certificate delivered to Agent on or before the making of such Disposition, and (c) the Company makes any mandatory prepayment of this Debenture required by Section 2(f). The definition of “Permitted Divestiture” excludes any Disposition, whether made in a single transaction or series of related transactions, that would constitute a Change of Control Transaction.
Examples of Permitted Divestiture in a sentence
The Company shall provide the Agent with at least 20 Trading Days prior written notice of any Permitted Divestiture, and, if such notice would constitute material non-public information, the Company will make simultaneous public disclosure of such notice by means of a Current Report on Form 8-K.
Change the current ownership by Parent of any --------------------- other BORROWER (other than pursuant to a Permitted Divestiture), or replace Xxxxxxx X.
All such sales or other dispositions shall be for cash, and the proceeds of each Permitted Divestiture and each other Asset Sale shall be paid to the Agent for the benefit of the Banks as a mandatory prepayment of the Loans pursuant to Section 2.6(b)(iii).
With respect to any Permitted Divestiture, a Permitted Assignee shall agree in writing to the terms, conditions and obligations under this Agreement, and a copy of such written agreement (and the applicable scope of such rights) shall be delivered to Licensor, and this Agreement shall be deemed amended to reflect such relinquishment of such rights.
More Definitions of Permitted Divestiture
Permitted Divestiture shall have the meaning set forth in Section 16.1.
Permitted Divestiture means the sale of (a) 100% of the Equity Interests of a Domestic Subsidiary whose only assets are Equity Interests in a Foreign Subsidiary (not organized in Canada, France, Germany, Spain, or any other jurisdiction in which any Borrower is organized or incorporated), (b) 100% (or such lesser amount as is owned collectively by the Loan Parties and the Subsidiaries) of the Equity Interests of a Foreign Subsidiary (not organized in Canada, France, Germany, Spain, or any other jurisdiction in which any Borrower is organized or incorporated), or (c) or all or substantially all of the assets of a Foreign Subsidiary (not organized in Canada, France, Germany, Spain, or any other jurisdiction in which any Borrower is organized or incorporated), in each case, to a non-Affiliate, which sale meets the following requirements (i) no Cash Management Period, Default or Event of Default is continuing at the time of such sale (or would result therefrom), (ii) the Administrative Agent shall have received a copy of the documentation pursuant to which such sale is consummated, (iii) with respect to each sale (or series of related sales to the same or affiliated Persons) of assets having a fair market value in excess of $50,000,000, the Administrative Agent shall have received a certificate certifying as to pro forma compliance by the Loan Parties with the Fixed Charge Coverage Ratio test contained in Section 6.12, both before and after giving effect to such sale (regardless of whether a Covenant Trigger Period is then in effect), (iv) no Material Adverse Effect or violation of any applicable Requirement of Law shall result from such sale, (v) such sale and the application of proceeds thereof shall be made in full compliance with the Convertible Senior Note Documents, the Senior Unsecured Note Documents, and the Subordinated Convertible Note Documents (including all applicable requirements in respect of mandatory prepayments), and (vi) with respect to (A) each sale (or series of related sales to the same or affiliated Persons) of assets having a fair market value in excess of $50,000,000 and (B) each sale with respect to which the Loan Parties request any Agent to take any action (including pursuant to Section 9.02(c)) to release any Liens granted to such Agent by the Loan Parties on any Collateral (or to return any possessory Collateral), the Administrative Agent shall have received a certificate of a Financial Officer of the Borrower Representative, in form and substance reas...
Permitted Divestiture means a sale (or a series of simultaneously consummated related sales), within one year after the Closing Date, of one or more business units that have been disclosed in writing to the Agent and approved in writing by the Agent in its sole discretion prior to the Closing Date (such business units, the “Approved Divestiture Units”).
Permitted Divestiture means (a) any sale by the Borrower or any of its Subsidiaries of all or substantially all of the assets of, or more than 50% of the capital stock of the Subsidiary which owns, any of the following Stations: XXXX-FM, Fort Xxxxx, Florida; WFKS-FM, Daytona Beach, Florida; WAAX-AM/WQEN-FM, Gadsden, Alabama; WAYV-FM, Atlantic City, New Jersey; WWRD-FM, Jacksonville, Florida; WING-FM, Dayton, Ohio; WFXK-FM, Raleigh, North Carolina; and WRWS, San Xxxxxx, Florida; and (b) any sale by Xxxxxx Sound and Communications of Georgia, Inc. of the real property located at 0000 Xxxxxxxx Xxxxxx, NW, Atlanta, Georgia 30309.
Permitted Divestiture means the sale of all or substantially all of the assets or Equity Interests of Interpace Pharma Solutions, Inc.
Permitted Divestiture has the meaning set forth in Schedule 1.1 of the Disclosure Letter.
Permitted Divestiture means the sale of all or substantially all of the assets or Equity Interests of Interpace Pharma Solutions, Inc. “Permitted Indebtedness” is: