Reverted Assets definition

Reverted Assets means any assets or properties (including, without limitation, contract rights and Equity Interests) transferred by HealthSouth Corporation to Holdings pursuant to the Transaction Agreement that HealthSouth Corporation is required to repurchase pursuant to the Transaction Agreement as a result of the exercise by a Strategic Investor on or after the Issue Date of any consent rights, rights of first refusal or similar rights with respect to such assets or properties existing on the Issue Date with respect to the transfer or other disposition of such assets or properties pursuant to the Transactions. Reverted Assets shall also include any assets that (1) are not transferred on the Issue Date as part of the Acquisition (or are transferred subject to a contingent divestiture agreement with a Governmental Authority) as a result of the failure to obtain required approvals of or consents to such transfer by the appropriate Governmental Authority on or prior to the Issue Date but are subject on the Issue Date to certain contractual arrangements whereby the Company and its Restricted Subsidiaries obtain substantially all of the economic benefits of ownership thereof, pending regulatory approval, and (2) do not receive such required approvals within twelve months of the Issue Date, resulting in the termination of such arrangements and a post-closing purchase price adjustment.
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Reverted Assets means any assets or properties (including, without limitation, contract rights and Equity Interests) transferred by the Seller to Holdings pursuant to the Acquisition Agreement that the Seller is required to repurchase pursuant to the Acquisition Agreement as a result of the exercise by a Strategic Investor on or after the Closing Date of any consent rights, rights of first refusal or similar rights with respect to such assets or properties existing on the Closing Date with respect to the transfer or other disposition of such assets or properties pursuant to the Transaction. Reverted Assets shall also include any assets that (a) are not transferred on the Closing Date as part of the Acquisition (or are transferred subject to a contingent divestiture agreement with a Governmental Authority) as a result of the failure to obtain required approvals or consents to such transfer by the appropriate Governmental Authority on or prior to the Closing Date, but are subject on the Closing Date to certain contractual arrangements whereby the Borrower and its Restricted Subsidiaries obtain substantially all of the economic benefits of ownership thereof, pending regulatory approval, and (b) do not receive such required approvals within 12 months of the Closing Date, resulting in the termination of such arrangements and a post-closing purchase price adjustment.
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Examples of Reverted Assets in a sentence

  • If Merck elects to exercise any of its rights under Section 12.05 of the Agreement with respect to any Reverted Assets but not to undertake any Development or other obligation of Licensee under the Prostate Cancer Sublicense Agreement with respect to such Reverted Assets, then the Prostate Cancer Sublicensee may elect to substitute the terms of the Replacement License Agreement with substantially the same terms and conditions as the License Agreement.

Related to Reverted Assets

  • Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.

  • Permitted Assets means any and all properties or assets that are used or useful in a Permitted Business (including Capital Stock in a Person that is a Restricted Subsidiary and Capital Stock in a Person whose primary business is a Permitted Business that shall become a Restricted Subsidiary immediately upon the acquisition of such Capital Stock by the Issuer or by a Restricted Subsidiary, but excluding any other securities).

  • Retained Assets has the meaning set forth in Section 2.2.

  • Designated Assets means any property or assets (including Capital Stock of any Subsidiary) of Holdings, the Restricted Parent, the Issuer and their respective Restricted Subsidiaries constituting a business, a line or unit of a business or used in operating a business substantially as an entirety.

  • Transferred Intellectual Property means all the Intellectual Property Related to the Business owned by (“Owned Transferred IP”), or licensed to (“Licensed Transferred IP”), any Seller or any Affiliate Seller in each case except as set forth on Schedule Q.