Specified Divestiture definition

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.

Specified Divestiture means a Divestiture in which any PSUs forfeited hereunder as a result of a Termination of Employment due to such Divestiture are 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 forfeited PSUs shall be made by the Committee in its sole discretion.

Examples of Specified Divestiture in a sentence

• The Paying Agent will promptly deliver to the Company a copy of each Specified Divestiture Repurchase Notice that it receives.

• 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).

• For the avoidance of doubt, interest payable pursuant to the proviso to Section 4.03(D) on any Note to be repurchased pursuant to a Repurchase Upon Specified Divestiture must be paid pursuant to such proviso regardless of whether such Note is delivered or such Depositary Procedures are complied with pursuant to the first sentence of this Section 4.03(G).

• If, prior to the Vesting Date, (A) your Employment terminates as a result of a Specified Divestiture or a Reduction in Force and (B) as of the Date of Termination, you were not eligible for a Qualifying Separation, then you shall (i) become vested in a Pro-Rata Portion of the Option on the Date of Termination and (ii) the remainder of the Option shall be forfeited for no consideration.

• The repurchase price for a Note tendered for such repurchase will be equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the Specified Divestiture repurchase date (subject to the right of a holder of Notes as of the close of business on a record date to receive the related interest payment on the corresponding interest payment date).

More Definitions of Specified Divestiture

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 a Divestiture in which any RSUs forfeited hereunder as a result of a Termination of Employment due to such Divestiture are 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 forfeited RSUs shall be made by the Committee in its sole discretion.

Specified Divestiture means a Divestiture in which the PSUs (or portion thereof) that would otherwise be forfeited hereunder as a result of a termination of Employment due to such Divestiture are not or would not be 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 (as applicable, the “Acquiring Entity”) in the event that you accepted employment with the Acquiring Entity. The determination of whether any compensation or benefit is provided in replacement of forfeited PSUs, or whether a Divestiture constitutes a Specified Divestiture, shall be made by the Corporation in its sole discretion.

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 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 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 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