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).

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 this 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 payment of any amount...

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.

• 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.

• 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.

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 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.

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.

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.

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.