Accounts Formula Amount. 85% of the Value of Eligible Accounts; provided, however, that such percentage shall be reduced by 1.0% for each percentage point (or portion thereof) that the Dilution Percent exceeds 5%.
Accounts Formula Amount. (a) 85% of the Value of Eligible Accounts; provided, however, that such percentage shall be reduced by 1.0% for each percentage point (or portion thereof) that the Dilution Percent exceeds 5% plus (b) the lesser of (i) the greater of (x) $35,000,000 and (y) 25.0% of the aggregate amount of Revolver Commitments then in effect, and (ii) 80% of the Value of Eligible Unbilled Accounts; provided, however, that such percentage shall be reduced by 1.0% for each percentage point (or portion thereof) that the Dilution Percent exceeds 5%.
Accounts Formula Amount. 85% of the Value of Eligible Accounts, provided that the Agent shall have the right, in its Permitted Discretion, to reduce such percentage at any time upon three (3) Business Days prior notice to the Borrower Agent. Acquisition: a transaction or series of transactions resulting in (a) acquisition of a business, division, or substantially all assets of a Person; (b) record or beneficial ownership of 50% or more of the Equity Interests of a Person; or (c) merger, consolidation or combination of a Borrower or Subsidiary with another Person.
Accounts Formula Amount. 85% of the Value of Eligible Accounts. Tranche A Borrowing Base: on any date of determination, an amount equal to the lesser of (a) the aggregate amount of Tranche A Revolver Commitments and (b) the sum of the Tranche A Accounts Formula Amount plus the Tranche A Inventory Formula Amount.
Accounts Formula Amount the sum of (a) 85% of the Value of Eligible Non-Credit Insured Accounts of U.S. Borrowers, plus (b) the lesser of (i) 85% of the Value of Eligible Credit Insured Accounts of U.S. Borrowers and (ii) Insured Accounts Sublimit. U.S. Availability: the U.S. Borrowing Base minus U.S. Revolver Usage. U.S. Availability Reserve: the sum (without duplication) of (a) the U.S. Inventory Reserve; (b) the Rent and Charges Reserve with respect to a U.S. Borrower; (c) the U.S. Bank Product Reserve; (d) the aggregate amount of liabilities secured by Liens upon U.S. Collateral that are or may be senior to Agent’s Liens (but imposition of any such reserve shall not waive an Event of Default arising therefrom); (e) and the Dilution Reserve with respect to U.S. Borrowers; and (f) such additional reserves, in such amounts and with respect to such matters, as Agent in its Permitted Discretion may elect to impose from time to time. U.S. Bank Product: any of the following products or services extended to a U.S. Borrower or Affiliate of a U.S. Borrower (other than Dutch Borrowers) by a Lender or any of its Affiliates: (a) Cash Management Services; (b) products under Hedging Agreements; (c) commercial credit card and merchant card services; and (d) leases, supply chain financing and other banking products or services, other than U.S. Letters of Credit. U.S. Bank Product Reserve: the aggregate amount of reserves established by Agent from time to time in its discretion with respect to U.S. Secured Bank Product Obligations. U.S. Base Rate: for any day, a per annum rate equal to the greater of (a) the Prime Rate for such day; (b) the Federal Funds Rate for such day, plus 0.50%; or (c) LIBOR, plus 1.0%; provided, that in no event shall the U.S. Base Rate be less than zero. U.S. Borrowing Base: on any date of determination, an amount equal to the lesser of (a) the aggregate U.S. Revolver Commitments; or (b) the sum of the U.S. Accounts Formula Amount, plus the U.S. Inventory Formula Amount, minus the U.S. Availability Reserve.
Accounts Formula Amount. 85% of the Value of Eligible Accounts, minus the Dilution Reserve. Acquisition Consideration: the purchase consideration for any Permitted Acquisition and all other payments by XXXX Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Debt, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any Person; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by XXXX Holdings or any of its Subsidiaries. Additional Equity Proceeds: the aggregate amount of net cash proceeds received by AGY Holdings pursuant to an issuance of its common equity (net of all taxes, fees, commissions, costs and other expenses incurred in connection with such issuance) conducted during any period commencing on the 60th day preceding the completion of the Secondary Grace Purchase and ending on the date of such completion, exclusive of any net proceeds of the Initial Grace Equity Contribution.
Accounts Formula Amount. (a) as of any date of determination within the period beginning on May 1 through and including October 31 of each Fiscal Year, 85% of the Value of Eligible Accounts of the U.S. Borrowers; and (b) as of any date of determination within the period beginning on November 1 through and including April 30 of each Fiscal Year, 90% of the Value of Eligible Accounts of the U.S. Borrowers. U.S. Availability: as of any date of determination, the U.S. Borrowing Base as of such date of determination minus the aggregate principal amount of U.S. Revolver Loans outstanding on such date of determination. U.S. Availability Reserve: the sum (without duplication) of (a) the Inventory Reserve with respect to the U.S. Borrowers’ Inventory; (b) the U.S. Rent and Charges Reserve; (c) the U.S. LC Reserve; (d) the U.S. Bank Product Reserve; (e) all accrued Royalties of the U.S. Facility Obligors, whether or not then due and payable by a U.S. Facility Obligor; (f) the aggregate amount of liabilities secured by Liens upon U.S. Facility Collateral that are senior to the Agent’s Liens (but imposition of any such reserve shall not waive an Event of Default arising therefrom); (g) the U.S. Dilution Reserve; (h) the Canadian Overadvance Loan Balance, if any, outstanding on such date, and the U.K. Overadvance Loan Balance, if any, outstanding on such date; (i) the U.S. Top Golf Reserve; and (j) such additional reserves, in such amounts and with respect to such matters, as Agent in its Credit Judgment may elect to impose from time to time with respect to the U.S. Borrowing Base.
Accounts Formula Amount. 85% of the Value of Eligible Accounts.
Accounts Formula Amount. 90% of the Value of Eligible Accounts; provided, however, that during any 85% Accounts Formula Amount Trigger Period, upon Agent providing at least five (5) days prior notice to Borrower Agent, the Accounts Formula Amount shall be 85% of the Value of Eligible Accounts. Acquisition: a transaction or series of transactions resulting in (a) acquisition of a business, division, or substantially all assets of a Person; (b) record or beneficial ownership of more than 50% of the Equity Interests of a Person; or (c) merger, consolidation or combination of an Obligor or Subsidiary with another Person (other than an Obligor with an Obligor).
Accounts Formula Amount. 85% of the Value of Eligible Accounts; provided, that (a) no greater than $10,000,000 of the Accounts Formula Amount may be derived from Eligible Extended Terms Accounts, and (b) no greater than $10,000,000 of the Accounts Formula Amount may be derived from Eligible U.S. Government Accounts. If any single Account would constitute both an Eligible Extended Terms Account and an Eligible U.S. Government Account, the full amount of such Account shall be included for purposes of calculating both of the sublimits described in clauses (a) and (b) above.
