Divestment Sample Clauses
The Divestment clause outlines the process and requirements for a party to relinquish ownership or control of certain assets, shares, or interests. Typically, this clause specifies the conditions under which divestment must occur, such as regulatory requirements, conflict of interest situations, or as a remedy for breach of contract. For example, a company may be required to sell off a subsidiary to comply with antitrust laws. The core function of this clause is to ensure compliance with legal or contractual obligations by providing a clear mechanism for the transfer or sale of assets, thereby mitigating risks associated with continued ownership.
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Divestment. When you have received an allocation of Financial Products in an offer on ASX BookBuild which:
a. represents a percentage of Financial Products in that offer which exceeds the Investment Cap; or
b. results, or together with allocations to other persons result, in the voting power in the BookBuild Issuer of you or any other person increasing from a percentage at or together with allocations to other persons result, in the voting power in the BookBuild Issuer of you or any other person increasing from a percentage at or below the Investment Cap to a percentage above the Investment Cap, you acknowledge that such allocation was outside of the parameters established by the BookBuild Issuer for the offer on ASX BookBuild and that the BookBuild Issuer may, at its election, require that you divest such number of Financial Products allocated in the offer on ASX BookBuild up to the number required for the relevant person to no longer exceed the Investment Cap. For the purposes of this clause 9, a person’s voting power in the BookBuild Issuer has the meaning given by s610 of the Corporations Act. You also acknowledge that damages are not an adequate remedy for a breach of clause 7 and that the BookBuild Issuer can require specific performance of this clause 9.
Divestment. When you have received an allocation of Financial Products in an offer on ASX BookBuild which:
a. represents a percentage of Financial Products in that offer which exceeds the Investment Cap; or
b. results, or together with allocations to other persons result, in the voting power in the BookBuild Issuer of you or any other person increasing from a percentage at or below the Investment Cap to a percentage above the Investment Cap, you acknowledge that such allocation was outside of the parameters established by the BookBuild Issuer for the offer on ASX BookBuild and that the BookBuild Issuer may, at its election, require that you divest such number of Financial Products allocated in the offer on ASX BookBuild up to the number required for the relevant person to no longer exceed the Investment Cap. For the purposes of this clause 9, a person’s voting power in the BookBuild Issuer has the meaning given by s610 of the Corporations Act. You also acknowledge that damages are not an adequate remedy for a breach of clause 7 and that the BookBuild Issuer can require specific performance of this clause 9.
Divestment. 16.1 If there is any Divestment, which AIB or an AIB Affiliate is required to undertake in connection with a Resolution Event, any Divested Entity shall be entitled to continue to enjoy the benefit of such Goods and/or Services provided by the Supplier which it is receiving pursuant to an Agreement for a period of up to twenty four (24) months from the date of the Divestment on the terms of the Agreement.
16.2 AIB shall be responsible for compliance by such Divested Entity to the relevant terms and conditions of these Purchase Terms and the Agreement, including payment of any associated charges. At the end of the specified period, the Divested Entity shall not be entitled to the benefit of the Agreement or the Goods and/or Services (save to the extent that the Supplier has agreed to provide such goods and/or services to the Divested Entity by way of a separate agreement).
Divestment. When you have received an allocation of Financial Products in an offer on ASX BookBuild which:
Divestment. In the case of capital contributions or shareholder loans that are required to be made by the Company to PMCL pursuant to Clause 9.1 of the PMCL Shareholders Agreement or Paragraph 3 of the PMCL Letter Agreement, if the Non-Defaulting Shareholders have not elected to purchase all of the Subject Shares, the Company
Divestment. Each Party may, at any time during the Development of a Collaboration Product, seek to Divest its then current ownership share of the Collaboration Product to a Third Party and exit the collaboration hereunder without further obligations.
Divestment. When the Client:
a) has received an allocation of Financial Products in an offer on ASX BookBuild which represents a percentage of Financial Products in that offer which exceeds the Investment Cap; or
b) has received an allocation of Financial Products in an offer on ASX BookBuild which results, or together with allocations to other persons result, in the voting power in the BookBuild Issuer of the Client or any other person increasing from a percentage at or below the Investment Cap to a percentage above the Investment Cap, the Client acknowledges that such allocation was outside of the parameters established by the BookBuild Issuer for the offer on ASX BookBuild and that the BookBuild Issuer may, at its election, require that the client divest such number of Financial Products allocated in the offer on ASX BookBuild up to the number required for the relevant person to no longer exceed the Investment Cap. For the purposes of this clause 6, a person’s voting power in the BookBuild Issuer has the meaning given by s610 of the Corporations Act. The Client acknowledges that damages are not an adequate remedy for a breach of clause 4 and that the BookBuild Issuer can require specific performance of this clause 6.
Divestment. (a) If Client or any other Service Recipient sells assets or divests entities to create a new entity that is no longer a Service Recipient or otherwise entitled to receive Services under this Agreement (any such entity, a “Spin-off Entity” and any such sale or divestiture, a “Spin-off Event”), and Client desires that Services provided hereunder continue to be provided for the Spin-off Entity, upon Client’s written request, GMS and the applicable Spin-off Entity shall execute and deliver an agreement (including applicable SOWs), to be effective as of the date such entity is no longer part of Client’s enterprise or such other date as Client directs, containing substantially similar terms and conditions to this Agreement, including applicable SOWs (each, a “Spin-Off Agreement”), subject to the operation of the final sentence of this Section 2.5.2(a). GMS’ obligation to contract with any Spin-off Entity shall be subject to the applicable Spin-off Entity meeting the reasonable client and new business approval criteria of GMS in relation to the Services, generally applicable to new business.
(b) GMS and Client shall negotiate in good faith the equitable allocation of the Fees to be paid by Client and each Spin-off Entity under the applicable SOWs and Spin-Off Agreements.
(c) In addition to GMS’ obligations set forth hereunder, upon Client’s notice to GMS that Client expects to or is considering the possibility of engaging in a Spin-off Event, GMS shall provide to Client all commercially reasonable assistance, which may include preparing SOWs, meeting with representatives of Spin-off Entities and other activities as Client reasonably directs. GMS and Client shall negotiate in good faith the Fees (if any) to be paid for such assistance.
Divestment. Without prejudice to parties’ rights under Section titled “Assignment”, PCS will consent to Customer's assignment of individual subscriptions or one or more Order Forms (“Divested Subscriptions”) to a divested entity or acquiror (a "Divestiture Assignee") in connection with an asset or business unit divestiture by Customer, provided the Divestiture Assignee has first accepted the terms of PCS’s standard master services agreement (whether by signature or electronically), and provided that: A) at the time of the divestiture, the per unit pricing for Customer’s subscriptions remaining as of the date of the divestiture, and the Divested Subscriptions, shall be increased to reflect the reduced volumes applicable to each entity respectively and B) Customer pays a fee for splitting Divested Subscriptions and the relevant Customer Data to the new instance of the Subscription Services. The parties shall execute replacement Order Forms accordingly at the time of such divestiture.
Divestment. In case ING divests part of its business or (part of) an Associated Company (the “Divested Entity”) that receives the Product(s) and/or Service(s) under the Agreement, the following will apply:
