Required Divestitures definition

Required Divestitures means the divestitures of Company Assets or Purchaser Assets in [REDACTED] that the Purchaser determines, in its sole discretion, should be made under Applicable U.S. State Laws.
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Required Divestitures means all divestitures, terminations, arrangements and restructurings identified in Section 5.2c) of the Mergeparty Disclosure Schedule, if any, and all other divestitures, terminations, arrangements or restructurings, if any, arising after the date of the Original Merger Agreement that would have been required to be listed on Section 5.2c) of the Mergeparty Disclosure Schedule if known to be in existence as of such date or that are necessary to satisfy any and all Divestiture Conditions. RESTATED CERTIFICATE shall have the meaning given to it in Section 4.11. SECTION 162(M) OPTIONS shall have the meaning given to it in Section 6.8(e).
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Required Divestitures means all divestitures, terminations, arrangements and restructurings identified in Section 5.2c) of the Mergeparty Disclosure Schedule, if any, and all other divestitures, terminations, arrangements or restructurings, if any, arising after the date of the Original Merger Agreement that would have been required to be listed on Section 5.2c) of the Mergeparty Disclosure Schedule if known to be in existence as of such date or that are necessary to satisfy any and all Divestiture Conditions. Restated Certificate shall have the meaning given to it in Section 4.11. ss.162(m) Options shall have the meaning given to it in Section 6.8(e). Securities Act shall mean the Securities Act of 1933, and the rules and regulations of the Commission thereunder, all as from time to time in effect, or any successor law, rules or regulations, and any reference to any such statutory or regulatory provision shall be deemed to be a reference to any successor statutory or regulatory provision. Stations shall mean, collectively, the American Stations and the Mergeparty Stations. Subsidiary shall mean, with respect to a Person, any Entity a majority of the capital stock ordinarily entitled to vote for the election of directors of which, or if no such voting stock is outstanding, a majority of the equity interests of which, is owned directly or indirectly, legally or beneficially, by such Person or any other Person controlled by such Person. Surviving Corporation shall have the meaning given to it in Section 2.1. Tax (and "Taxable," which shall mean subject to Tax), shall mean, with respect to any Person, (a) all taxes (domestic or foreign), including without limitation any income (net, gross or other, including recapture of any tax items such as investment tax credits), alternative or add-on minimum tax, gross income, gross receipts, gains, sales, use, leasing, lease, user, ad valorem, transfer, recording, franchise, profits, property (real or personal, tangible or intangible), fuel, license, withholding on amounts paid to or by such Person, payroll, employment, unemployment, social security, excise, severance, stamp, occupation, premium, environmental or windfall profit tax, custom, duty or other tax, or other like assessment or charge of any kind whatsoever, together with any interest, levies, assessments, charges, penalties, additions to tax or additional amounts imposed by any Taxing Authority, (b) any joint or several liability of such Person with any other Person for the paymen...
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Examples of Required Divestitures in a sentence

  • Unless otherwise agreed by MLP and Buyer, all Required Divestitures shall be conditioned on the closing of the Merger.

  • The Aggregate Divestiture Premium shall be payable within 5 business days after the completion of all Required Divestitures.

  • The Company has completed all divestitures of theater or other assets of the Company or any of its Subsidiaries required to be made under the terms of, or otherwise in order to comply with, the Consent Decrees (collectively, the “Required Divestitures”), and has provided to Buyer prior to the date hereof true, accurate and complete copies of all material contracts and other material documentation relating to any Required Divestitures.

  • For the avoidance of doubt and notwithstanding the foregoing, Buyer and its Subsidiaries shall be required to offer, negotiate, commit to and effect, by consent decree, hold separate order or otherwise the Required Divestitures so as to enable the Parties to consummate the transactions contemplated by this Agreement as soon as commercially reasonable, and in any event prior to the Termination Date.

  • Buyer covenants and agrees to keep the Company and the Selling Stockholders fully informed as to all matters concerning all Required Divestitures and shall promptly notify the Company and the Selling Stockholders in writing of any and all significant developments relating thereto.

  • Funeral Service Markets and the Required Divestitures Market Area Properties Required To Be Divested4.

  • The Company shall cooperate in good faith with the Purchaser and use its commercially reasonable efforts to take or cause to be taken all actions and do or cause to be done all things reasonably necessary, proper, and advisable to consummate and make effective the Required Divestitures at or following the Effective Time.


More Definitions of Required Divestitures

Required Divestitures means all divestitures, terminations, arrangements and restructurings identified in Section 5.2c) of the Mergeparty Disclosure Schedule, if any, and all other divestitures, terminations, arrangements or restructurings, if any, arising after the date of the Original Merger Agreement that would have been required to be listed on Section 5.2c) of the Mergeparty Disclosure Schedule if known to be in existence as of such date or that are necessary to satisfy any and all Divestiture Conditions. REQUIRED TOWER VOTE shall have the meaning given to it in Section 4.13. REQUIRED VOTE shall have the meaning given to it in Section 4.13.
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Required Divestitures means those Radio Properties identified by the --------------------- Borrower and shown on Schedule 5 attached hereto which, as a result of the ---------- Pending Transactions and other Acquisitions which are under contract as of the Agreement Date, are to be sold or otherwise disposed of to maintain compliance by the Parent Company and the Borrower with the market limitations on radio broadcast ownership contained in the Telecommunications Act of 1996.
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Required Divestitures means all divestitures, terminations, arrangements and restructurings identified in Schedule 3.3(e), if any, and all other divestitures, terminations, arrangements or restructurings, if any, arising after the date of this Agreement that would have been required to be listed on Schedule 3.3(e) if known to be in existence as of such date or that are necessary to satisfy any and all Divestiture Conditions.
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Required Divestitures means the sale, divestiture or disposition of any assets of Buyer and its Affiliates, the Purchased Companies or the Purchased Subsidiary that in the aggregate accounted for less than $15,000,000 in total sales for the year ended December 31, 2022.
Sample 1
Required Divestitures means all divestitures, terminations, arrangements and restructurings identified in Section 5.2c) of the Mergeparty Disclosure Schedule, if any, and all other divestitures, terminations, arrangements or restructurings, if any, arising after the date of the Original Merger Agreement that would have been required to be listed on Section 5.2c) of the Mergeparty Disclosure Schedule if known to be in existence as of such date or that are necessary to satisfy any and all Divestiture Conditions.
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Related to Required Divestitures

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

  • Required Transaction means any transaction involving a Swap that is subject to the trade execution requirement of Section 2(h)(8) of the Act.

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

  • 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.

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

  • Export Transactions Net Activity means the aggregate net total, resulting from Export Transactions, of (i) Spot Market Energy charges, (ii) Transmission Congestion Charges, and (iii) Transmission Loss Charges, calculated as set forth in Operating Agreement, Schedule 1 and the parallel provisions of Tariff, Attachment K-Appendix. Export Transactions Net Activity may be positive or negative.

  • Material Acquisition means any (a) acquisition of property or series of related acquisitions of property that constitutes assets comprising all or substantially all of an operating unit, division or line of business or (b) acquisition of or other investment in the Capital Stock of any Subsidiary or any person which becomes a Subsidiary or is merged or consolidated with the Borrower or any of its Subsidiaries, in each case, which involves the payment of consideration by the Borrower and its Subsidiaries in excess of $100,000,000 (or the equivalent in other currencies).

  • Permitted Acquired Debt shall have the meaning set forth in Section 9.04(d).

  • 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 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:

  • Specified Transactions means (a) any Specified Disposition, (b) any Permitted Acquisition and (c) the Transactions.

  • Permitted Reorganization means re-organizations and other activities related to tax planning and re-organization, so long as, after giving effect thereto, the security interest of the Lenders in the Collateral, taken as a whole, is not materially impaired.

  • 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.

  • Target Business Acquisition Period means the period commencing from the effectiveness of the registration statement filed with the SEC in connection with the Company's IPO up to and including the first to occur of (i) a Business Combination; or (ii) the Termination Date.

  • Qualified Transaction means a qualified

  • Permitted Acquisition means any acquisition by Borrower or any of its wholly-owned Subsidiaries, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all of the Equity Interests of, or a business line or unit or a division of, any Person; provided that:

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

  • Prior Period Investments means investments made in a previous evaluation period that are outstanding as of the examination date.

  • Simplified acquisition threshold means the dollar amount below which a district may purchase property or services using small pur- chase methods. Districts adopt small purchase procedures in order to expedite the purchase of items at or below the simplified acquisi- tion threshold. The simplified acquisition threshold for procurement activities administered under federal awards is set by the FAR at 48 C.F.R. Part 2, Subpart 2.1 [see below]. The district is responsi- ble for determining an appropriate simplified acquisition threshold based on internal controls, an evaluation of risk, and its docu- mented procurement procedures. However, in no circumstances can this threshold exceed the dollar value established in the FAR

  • Investment Capital Expenditures means capital expenditures other than Maintenance Capital Expenditures and Expansion Capital Expenditures.

  • Acquisition Period means the period ending five (5) business days prior to

  • Divestiture Assets means all of Defendants’ rights, titles, and interests in and to:

  • Permitted Business Investment means any Investment made in the ordinary course of, and of a nature that is or shall have become customary in, the Oil and Gas Business including investments or expenditures for actively exploiting, exploring for, acquiring, developing, producing, processing, gathering, marketing or transporting oil, natural gas or other Hydrocarbons and minerals through agreements, transactions, interests or arrangements which permit one to share risks or costs, comply with regulatory requirements regarding local ownership or satisfy other objectives customarily achieved through the conduct of the Oil and Gas Business jointly with third parties including:

  • 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:

  • Exempt Acquisition means a share acquisition in respect of which the Board of Directors has waived the application of Section 3.1 pursuant to the provisions of Subsection 5.1(a) or (h);

  • Excluded Transactions means: