Permitted Divestitures definition

Permitted Divestitures means sales of stock or assets, transfers of stock or assets, mergers resulting in divestiture of stock or assets or other divestitures of assets of the Borrower and Subsidiaries, which, in the aggregate for all such transactions during any one fiscal year of the Borrower, shall not result in the sale, transfer or other divestiture of stock or assets having a value in excess of 10% of the consolidated assets of the Borrower and its Subsidiaries as of the beginning of such fiscal year.
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Permitted Divestitures means the disposition on commercially reasonable terms and conditions of (i) the mobile x-ray business formerly known as TLC Mobile Medical and operated by SunAlliance Healthcare Services, Inc. and (ii) the respiratory services supplies and equipment business operated by SunCare Respiratory Services, each of which shall have occurred on or before May 31, 2002.
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Permitted Divestitures shall have the meaning set forth on Section 6.01(i) of the Company Disclosure Schedule.
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Examples of Permitted Divestitures in a sentence

  • Merge or consolidate or enter into any analogous reorganization or transaction with any Person; provided, however, any wholly-owned Subsidiary may be merged with or liquidated into the Borrower (if the Borrower is the surviving corporation) or any other wholly-owned Subsidiary, and the Borrower and Material Subsidiaries may enter Permitted Divestitures.

  • Yes Section Number:Proposed Action:Illinois Register Citation:121.7Amendment44 Ill.

  • In the event that a parent or child files a criminal or civil charge against the teacher and the teacher qualifies under A above, the Board shall provide legal counsel for the teacher, at no expense to the teacher.

  • Take any action, or permit any Material Subsidiary to take any action, which would result in a decrease in the Borrower’s or any Material Subsidiary’s ownership interest in any Subsidiary (including, without limitation, decrease in the percentage of the shares of any class of stock owned), other than: (a) Permitted Divestitures; and (b) the Permitted Reorganization.

  • Take any action, or permit any Material Subsidiary to take any action, which would result in a decrease in the Borrower's or any Material Subsidiary's ownership interest in any Subsidiary (including, without limitation, decrease in the percentage of the shares of any class of stock owned), other than Permitted Divestitures.

  • Take any action which would result in a decrease in the Borrower’s ownership interest in any Subsidiary (including, without limitation, decrease in the percentage of the shares of any class of stock owned), other than Permitted Divestitures.

  • Take any action, or permit any Material Subsidiary to take any action, which would result in a decrease in the Borrower’s or any Material Subsidiary’s ownership interest in any Subsidiary (including decrease in the percentage of the shares of any class of stock owned), other than: (a) Permitted Divestitures and (b) the Permitted Reorganization.

  • Sell, transfer, lease or otherwise convey all or any substantial part of its assets except for (a) sales and leases of inventory in the ordinary course of business, (b) sales or other transfers by a wholly-owned Subsidiary to the Borrower or another wholly-owned Subsidiary; and (c) Permitted Divestitures.

  • Merge or consolidate or enter into any analogous reorganization or transaction with any Person; provided, however, any wholly-owned Subsidiary may be merged with or liquidated into the Borrower (if the Borrower is the surviving corporation) or any other wholly-owned Subsidiary, and the Borrower may enter Permitted Divestitures.

  • Merge or consolidate or enter into any analogous reorganization or transaction with any Person; provided that (a) any wholly-owned Subsidiary may be merged with or liquidated into the Borrower (if the Borrower is the surviving corporation) or any other wholly-owned Subsidiary; (b) the Borrower and Material Subsidiaries may enter Permitted Divestitures; and (c) the Borrower may enter into the Permitted Reorganization.


More Definitions of Permitted Divestitures

Permitted Divestitures means the disposition of the ancillary businesses, real estate and Facilities listed on Schedule 11.1(B) and on the terms and conditions provided in Schedule 11.1(B); provided, however, that the disposition of the therapy operations (i.e., (i) SunDance Rehabilitation Corporation, (ii) SunDance Services Corporation, (iii) SRT, Inc., (iv) SunDance Rehabilitation Agency, Inc., and (v) SunDance Rehabilitation Texas, Limited Partnership) shall not be a Permitted Divestiture unless the minimum sales price is at least $17 million, and the disposition of the laboratory and radiology operations (i.e., (i) U.S. Laboratory Corp., (ii) Pacific Healthcare, Inc., (iii) SunAlliance Healthcare Services, Inc., and (iv) BioPath Clinical Laboratories, Inc.) shall not be a Permitted Divestiture unless the minimum sales price is at least $13 million.
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Permitted Divestitures means the Polymer Sale and the other divestitures, sales, dispositions or terminations of businesses contemplated under the Restructuring Program.
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Related to Permitted Divestitures

  • Permitted Disposition means any of the following:

  • Permitted Dispositions means each of the following:

  • Permitted Distributions means the following Distributions:

  • Permitted Disposal means any sale, lease, licence, transfer or other disposal:

  • Permitted Assets means any and all properties or assets that are used or useful in a Permitted Business (including Capital Stock in a Person that is a Restricted Subsidiary and Capital Stock in a Person whose primary business is a Permitted Business that shall become a Restricted Subsidiary immediately upon the acquisition of such Capital Stock by the Issuer or by a Restricted Subsidiary, but excluding any other securities).

  • Permitted Transactions has the meaning set forth in Section 13(B).

  • Permitted Dividend has the meaning provided in Section 6.1(d).

  • Permitted Distribution means any of the following:

  • Permitted Business Acquisition means any acquisition of all or substantially all the assets of, or all or substantially all the Equity Interests (other than directors’ qualifying shares) not previously held by the Borrower and its Subsidiaries in, or merger, consolidation or amalgamation with, a person or division or line of business of a person (or any subsequent investment made in a person or division or line of business previously acquired in a Permitted Business Acquisition), if immediately after giving effect thereto: (i) no Event of Default under clause (b), (c), (h) or (i) of Section 7.01 shall have occurred and be continuing or would result therefrom, provided, however, that with respect to a proposed acquisition pursuant to an executed acquisition agreement, at the option of the Borrower, the determination of whether such an Event of Default shall exist shall be made solely at the time of the execution of the acquisition agreement related to such Permitted Business Acquisition; (ii) all transactions related thereto shall be consummated in accordance with applicable laws; (iii) with respect to any such acquisition or investment with cash consideration in excess of $50,000,000, the Borrower shall be in Pro Forma Compliance immediately after giving effect to such acquisition or investment and any related transaction; (iv) any acquired or newly formed Subsidiary shall not be liable for any Indebtedness except for Indebtedness permitted by Section 6.01; (v) to the extent required by Section 5.10, any person acquired in such acquisition, if acquired by the Borrower or a Domestic Subsidiary, shall be merged into the Borrower or a Subsidiary Loan Party or become upon consummation of such acquisition a Subsidiary Loan Party; and (vi) the aggregate cash consideration in respect of such acquisitions and investments in assets that are not owned by the Borrower or Subsidiary Loan Parties or in Equity Interests of persons that are not Subsidiary Loan Parties or do not become Subsidiary Loan Parties, in each case upon consummation of such acquisition, shall not exceed the greater of (x) $150,000,000 and (y) 0.05 times the EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period (excluding for purposes of the calculation in this clause (vi), (A) any such assets or Equity Interests that are no longer owned by the Borrower or any of its Subsidiaries and (B) acquisitions and investments made at a time when, immediately after giving effect thereto, the Net Total Leverage Ratio on a Pro Forma Basis would not exceed 3.15 to 1.00, which acquisitions and investments shall be permitted under this clause (vi) without regard to such calculation).

  • Permitted Asset Sale means any Asset Sale that is permitted under Section 6.8.

  • Permitted Debt means any Financial Indebtedness:

  • Permitted Dividends means dividends or distributions made by the Company on its Class A Shares, and, without duplication, the Operating Partnerships to fund such dividends or distributions, annually in an aggregate amount equal to not less than 20% of the Company’s annual Distributable Earnings or more than 30% of Distributable Earnings; provided, that, if the minimum amount of dividends or distributions eligible to be made hereunder would be $1.00 or less per Class A Share, then up to $1.00 per Class A Share (subject to appropriate adjustment in the event of any equity dividend, equity split, combination or other similar recapitalization with respect to the Class A Shares after the Issuance Date).

  • Permitted Transaction means any transaction involving (i) a Swap that is not a Required Transaction or (ii) a Required Transaction that is a component of a Covered Package Transaction.

  • Permitted Acquisitions means any transaction or series of related transactions for the direct or indirect (a) acquisition of all or substantially all of the property of any Person, or of any business or division of any Person, (b) acquisition of all or substantially all the Equity Interests of any Person, and otherwise causing such Person to become a Subsidiary of such Person, (c) merger or consolidation or any other combination with any Person, or (d) any Permitted Restaurant Acquisition, if each of the following conditions is met:

  • Permitted Business Investments means Investments by the Company or any of its Restricted Subsidiaries in any Unrestricted Subsidiary of the Company or in any Joint Venture, provided that:

  • Permitted Repurchases means the repurchase by the Corporation of shares of Common Stock held by employees, officers, directors, consultants, independent contractors, advisors, or other persons performing services for the Corporation or a subsidiary that are subject to restricted stock purchase agreements or stock option exercise agreements under which the Corporation has the option to repurchase such shares: (i) at cost, upon the occurrence of certain events, such as the termination of employment or services; or (ii) at any price pursuant to the Corporation’s exercise of a right of first refusal to repurchase such shares.

  • Permitted Restricted Payments means any of the following Restricted Payments made by:

  • Permitted Asset Dispositions means the following Asset Dispositions:

  • Permitted Deductions means the sum of, without duplication, the following costs or expenses:

  • Permitted Intercompany Activities means any transactions between or among the Borrower and its Restricted Subsidiaries that are entered into in the ordinary course of business of the Borrower and its Restricted Subsidiaries and, in the good faith judgment of the Borrower are necessary or advisable in connection with the ownership or operation of the business of the Borrower and its Restricted Subsidiaries, including, but not limited to, (i) payroll, cash management, purchasing, insurance and hedging arrangements and (ii) management, technology and licensing arrangements.

  • Permitted Affiliate Transactions means the following:

  • Permitted Financing means (i) the Company’s issuance of Common Stock and warrants therefore in connection with a merger and/or acquisition or consolidation, (ii) the issuance of shares of Common Stock or warrants therefore in connection with strategic license agreements so long as such issuances are not for the purpose of raising capital, (iii) the Company’s issuance of Common Stock or the issuance or grants of options to purchase Common Stock pursuant to the Company’s stock option plans and employee stock purchase plans as they now exist, and (iv) the issuance of Common Stock upon the exercise or conversion of any securities outstanding on the date hereof.

  • Permitted Capital Expenditures has the meaning given that term in Section 9.12(b).

  • Permitted Activities The primary activities of the trust created pursuant to this Agreement which shall be:

  • Permitted Payments has the meaning specified in Section 7.06(b).

  • Permitted Asset Disposition means (i) any Asset Disposition permitted by Section 8.5 and (ii) any Excluded Asset Disposition.