Material Divestiture definition

Material Divestiture has the meaning set forth in Section 5.8(e).

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Material Divestiture means any sale, assignment, farm-out, conveyance or other transfer of Oil and Gas Properties if the consideration therefore, when aggregated with the consideration received in connection with all other sales, assignments, farm-outs, conveyances or other transfers of Oil and Gas Properties during the fiscal quarter in which such transaction occurs, exceeds $5,000,000.

Material Divestiture means a sale, not otherwise deemed a Change of Control, of one or more Core Assets, pursuant to which the Company receives aggregate net proceeds equal to or greater than the then applicable Put/Call Price.

Examples of Material Divestiture in a sentence

• Upon any Material Divestiture or Acquisition Date, the Borrower shall provide to the Administrative Agent and the Lenders written notice thereof.

• As of the date hereof, to the knowledge of the Company, no fact or circumstance exists relating to the qualification of the Company, including, but not limited to, any possible other transaction under consideration by the Company, that would reasonably be expected to cause a Governmental Entity acting pursuant to the PRC Merger Regulation or any foreign antitrust Laws to request a Material Divestiture (as defined in Section 5.6(b)).

• In the event that any action is threatened or instituted challenging the Merger as violative of any Antitrust Law, Parent shall use its commercially reasonable efforts to take all action necessary, including but not limited to any Divestiture Action (but excluding any Material Divestiture Action), to avoid or resolve such action.

• Notwithstanding any other provision in this Agreement to the contrary, neither the obligations of this Section 6.5(b) nor any other provision in this Agreement shall require the Company, Parent and their respective Subsidiaries and Affiliates, collectively, to agree to or effect a Material Divestiture.

• The Borrower will not permit its PV-10 Ratio as of any Redetermination Date or any Material Divestiture or Acquisition Date, to be less than 1.50 to 1.00.

• As of the date hereof, to the knowledge of each of Parent and Merger Sub, no fact or circumstance exists relating to the qualification of Parent or Merger Sub, including, but not limited to, any possible other transaction under consideration by Parent or Merger Sub, that would reasonably be expected to cause a Governmental Entity acting pursuant to the PRC Merger Regulation or any foreign antitrust Laws to request a Material Divestiture (as defined in Section 5.6(b)).

• Upon any Material Divestiture or Acquisition Date, the Borrower shall provide to the Administrative Agent and the Lenders a certificate from a Responsible Officer that attaches reasonably detailed calculations demonstrating compliance with Section 9.01(d).

• Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall be deemed to require Inovio or VGX or any Subsidiary thereof to take or agree to take any Action of Divestiture (as defined below), which would be reasonably likely to have a material adverse impact on the business of Inovio and its Subsidiaries on a combined basis with the business of VGX and its Subsidiaries following the Merger (a "Material Divestiture").

More Definitions of Material Divestiture

Material Divestiture means the sale, divestiture or other disposition of any assets, licenses or business that, (i) during the calendar year 2009, were responsible for generating revenue in excess of the dollar amount representing more than 25% of the gross revenues of WSI and its Subsidiaries on a consolidated basis during the calendar year 2009, or (ii) during the calendar year 2009, constituted substantially all of the industrial and commercial business of WSI and its Subsidiaries in one or more of its operating districts (each, a “District Divestiture”) and/or IESI-BFC and its Subsidiaries in one or more of its operating districts (each, a “District Divestiture”) such that there are two or more District Divestitures and that, individually or in the aggregate, generated adjusted EBITDA that accounted for in excess of the dollar amount representing more than 10% of WSI’s total adjusted EBITDA from continuing operations during the calendar year 2009, calculated in the manner in which WSI normally accounts for adjusted EBITDA on a quarterly basis, or (iii) would reduce the annualized cost savings to IESI-BFC in respect of non-corporate operating and general and administrative expenses reasonably expected to result from the Merger by $5 million or more.

Material Divestiture means any divestiture, abandonment, or other disposition of assets, contracts, or rights that, when combined with any and all other divestitures, abandonments or other dispositions of assets, contracts or rights of either Thin Crust or Deep Dish or their respective Subsidiaries made in connection with the transactions contemplated hereby, in the aggregate generated more than 15% of the pro forma combined annual revenues for the Thin Crust Business and the Deep Dish Business for the 12 months ended February 28, 2013.

Material Divestiture means the divestiture of one or more plants that, in the aggregate, would result in the loss of more than 3,600,000 tons in annual capacity, as determined based on the agreed annual capacities set forth on Section 9.3(jj) of the Company Disclosure Schedule; provided that, for the avoidance of doubt, the calculation of any Material Divestiture shall not include or be limited by any licensing arrangement relating to any Intellectual Property (including but not limited to the transfer of such machinery or equipment as may be necessary to utilize such Intellectual Property) associated with resin coated sand products as may be required by a Governmental Entity (other than such plants that would otherwise be captured by this definition absent this provisio);

Material Divestiture means any sale, assignment, farm-out, conveyance or other transfer of Oil and Gas Propertiesin a single transaction or series of related transactions if the consideration therefore, when aggregated with the consideration received in connection with all other sales, assignments, farm- outs, conveyances or other transfers of Oil and Gas Properties during the fiscal quarter in which such transaction occurs, exceeds $510,000,000.