Specified Divestiture definition

Specified Divestiture means any Asset Sale by Aleris or any of its Subsidiaries, or Holdings or any of its Subsidiaries, required in connection with obtaining regulatory (including antitrust) approval for the Aleris Acquisition, whether or not such Asset Sale occurs prior to or after the Aleris Acquisition Closing Date.

Specified Divestiture means a Divestiture in which any PSUs forfeited hereunder as a result of a Termination of Employment due to such Divestiture are not replaced (with cash-based compensation, equity-based compensation, or any other compensation or benefit) in whole or in part by the acquiring company, staffing firm, or other entity involved in such Divestiture, or any affiliate of the foregoing. The determination of whether any compensation or benefit is provided in replacement of forfeited PSUs shall be made by the Committee in its sole discretion.

Specified Divestiture means any of (i) a Change of Control (it being understood that a Change of Control shall constitute an Event of Default under Section 8.1(k)), (ii) a sale of all or substantially all of the assets of Parent Borrower or any of its Subsidiaries and (iii) a sale of any material portion of the assets of Parent Borrower or any of its Subsidiaries to the extent constituting an entire (or a substantial part of) a division or a line of business.

Examples of Specified Divestiture in a sentence

• If, prior to the Vesting Date, (A) your Employment terminates as a result of a Specified Divestiture or a Reduction in Force and (B) at the time of such termination of Employment, you were not eligible for a Qualifying Separation, then, subject to the terms and conditions of this Section 2, you shall become vested in a Pro-Rata Number of RSUs on the Vesting Date.

• The Company will pay or cause to be paid all the principal of, the Fundamental Change Repurchase Price, Specified Divestiture Repurchase Price and Redemption Price for, interest on, and other amounts due with respect to, the Notes on the dates and in the manner set forth in this Indenture.

• The Specified Divestiture Repurchase Date in respect of a Specified Divestiture will be a Business Day of the Company’s choosing that is no more than thirty five (35), nor less than twenty (20), Business Days after the date the Company sends the related Specified Divestiture Notice pursuant to Section 4.03(E).

• The Producer shall maintain an adequate system of time-keeping to record the times that an Guild Member reports for and leaves work each day.

• Before 12:00 P.M., New York City time, on each Redemption Date, Fundamental Change Repurchase Date, Specified Divestiture Repurchase Date or Interest Payment Date, and on the Maturity Date or any other date on which any cash amount is due on the Notes, the Company will deposit, or will cause there to be deposited, with the Paying Agent cash, in funds immediately available on such date, sufficient to pay the cash amount due on the applicable Notes on such date.

More Definitions of Specified Divestiture

Specified Divestiture means the sale, lease, transfer or other disposition of (a) any Capital Stock in or Property of any Foreign Subsidiary for which Travelers provided bonding support and (b) any Property of any member of the TP&S Group that is used in, and necessary for the completion of, any job supported by bonds issued by Travelers, unless such bonds are collateralized or otherwise assured of satisfaction in a manner reasonably acceptable to Travelers.

Specified Divestiture means a Divestiture in which the PSUs (or portion thereof) that would otherwise be forfeited hereunder as a result of a termination of Employment due to such Divestiture are not or would not be replaced (with cash-based compensation, equity-based compensation, or any other compensation or benefit) in whole or in part by the acquiring company, staffing firm, or other entity involved in such Divestiture, or any affiliate of the foregoing (as applicable, the “Acquiring Entity”) in the event that you accepted employment with the Acquiring Entity. The determination of whether any compensation or benefit is provided in replacement of forfeited PSUs, or whether a Divestiture constitutes a Specified Divestiture, shall be made by the Corporation in its sole discretion.

Specified Divestiture means any of (i) a sale of all or substantially all of the assets of Parent Borrower or any of its Subsidiaries and (ii) a sale of any material portion of the assets of Parent Borrower or any of its Subsidiaries to the extent constituting an entire (or a substantial part of) a division or a line of business.

Specified Divestiture means any of (a) the Permitted Diagnostic Divestiture, (b) the Permitted Outpatient Rehabilitation Divestiture and (c) the Permitted Surgery Center Divestiture.

Specified Divestiture means any Asset Sale by Aleris or any of its Subsidiaries, or Holdings or any of its Subsidiaries, required in connection with obtaining regulatory (including antitrust) approval for the Aleris Acquisition, whether or not such Asset Sale occurs prior to or after the Aleris Acquisition Closing Date. “Specified Equity Contribution” shall mean any cash contribution to the common equity of Holdings and/or any purchase or investment in an Equity Interest of Holdings other than Disqualified Capital Stock in each case made pursuant to Section 8.04. “Specified Holders” shall mean Hindalco and its Affiliates. “Specified Time” shall mean, with respect to each Interest Period, at approximately 11:00 a.m. (London time) on the date that is two London Banking Days prior to the commencement of such Interest Period. “Specified Transaction” shall mean, with respect to any period, any Permitted Acquisition (other than any Permitted Acquisition where the amount of the Acquisition Consideration plus the fair market value of any Equity Interests which constitutes all or a portion of the purchase price is less than $15,000,000), any Asset Sale (other than (x) any disposition in the ordinary course of business and (y) any disposition where the fair market value of the assets disposed of is less than $15,000,000), any Dividend made pursuant to Section 6.08(d), any designation or redesignation of a Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary, any incurrence or 103 1031947.12E-CHISR1060441.10-CHISR01A - MSW

Specified Divestiture means the Disposition of all or a portion of the global glass reinforcement line of business of the Borrower.

Specified Divestiture means the completion of any divestiture by the Company of (x) one or more of its manufacturing facilities located in the People’s Republic of China and/or (y) significant assets located in the People’s Republic of China which relate to the Company’s transceiver business and multi-channel optical sub-assembly products (or any substantially related assets), for aggregate consideration in cash to the Company of not less than the U.S. Dollar-equivalent of $150,000,000 (measured at the time of completion).