Specified Divestiture definition

Specified Divestiture means a Divestiture in which the Option (or portion thereof) that would otherwise be forfeited hereunder as a result of a Termination of Employment due to such Divestiture is 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 a forfeited Option (or portion thereof) shall be made by the Committee in its sole discretion.

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 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

• We are committed to the fair treatment of all our staff and potential staff regardless of any offending background.

• 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 Company will pay, or cause the Paying Agent to pay, the principal (whether due upon maturity on the Maturity Date, Redemption on a Redemption Date, repurchase on a Fundamental Change Repurchase Date, repurchase on a Specified Divestiture Repurchase Date or otherwise) of, interest on, and any cash Conversion Consideration for, any Global Note to the Depositary by wire transfer of immediately available funds no later than the time the same is due as provided in this Indenture.

• Subject to the terms of this Section 4.04, the Company has the right, at its election, to redeem all, or any portion in an Authorized Denomination, of the Notes, at any time and from time to time, on a Redemption Date after the Last Original Issue Date and on or before the 40th Scheduled Trading Day immediately before the Maturity Date, if the Specified Divestiture has been completed.

• Subject to the terms of this Section 4.03, Notes may be repurchased pursuant to a Repurchase Upon Specified Divestiture in part, but only in Authorized Denominations.

More Definitions of Specified Divestiture

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 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 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 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 77 1120544.02G-CHISR02A - 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).

Specified Divestiture means the sale of the Borrower’s enterprise security assets pursuant to that certain Asset Purchase Agreement, dated as of August 8, 2019 (as may be amended or supplemented from time to time).