Divestiture Provisions Sample Clauses

Divestiture Provisions. Under the proposed Consent Order, Insilco is required to divest two welded-seam aluminum tube xxxxx from the former Xxxxxx Xxxxxx, South Carolina facility. One of the xxxxx to be divested must be capable of producing welded-seam aluminum CAC tubes, and one must be capable of producing radiator tubes. In addition, the package of assets to be divested includes one set of tooling that is capable of being used on both xxxxx, as well as additional ancillary assets such as machinery, fixtures, equipment, and software used in the maintenance and operation of the assets to be divested. Further, Insilco must provide the acquirer access to Insilco employees with knowledge of the Xxxxxx xxxxx for the purposes of training, and must sell to the acquirer sole-source spare and replacement parts. Pursuant to a customer’s request, Insilco would be required to divest to the acquirer the tooling used to make that customer’s tubes. If Insilco fails to divest the package of assets within four months after the date on which the proposed Consent Order becomes final, the Commission may appoint a trustee to divest all five of the xxxxx located at the former Helima plant in Xxxxxx, South Carolina. To help ensure that the acquirer has access to customers, the proposed Consent Order includes a provision prohibiting Insilco’s enforcement of any supply contracts that were entered into after the acquisition and that are operative for a period greater than one year. Further, the proposed Consent Order requires Commission approval of the acquirer, and requires a potential acquirer to submit a five year business plan showing how it will use the divested assets, how it will compete in the markets, and that the divested assets will remain and be competitive in North America. The purpose of the divestiture is to ensure the reinstitution of a viable, ongoing competitor to Insilco in the markets for welded-seam aluminum CAC tubes and welded-seam aluminum radiator tubes. The proposed Consent Order also requires Insilco to provide the Commission a report of compliance with the divestiture provisions of the Consent Order within 30 days following the date the proposed Consent Order becomes final, and every 30 days thereafter until Insilco has completed the required divestiture. Finally, Insilco will be required to provide prior notification to the Commission for certain acquisitions involving tube xxxxx or tube producers.
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