Business Acquisitions. Make any Business Acquisition unless after giving effect thereto, the aggregate cash consideration paid by Equistar and its Consolidated Subsidiaries for all Business Acquisitions consummated in any Fiscal Year would not exceed the sum of (i) $25,000,000 plus (ii) the net cash proceeds of any substantially contemporaneous issuance of Equity Interests by Equistar which do not constitute Indebtedness (including a capital contribution in respect of such Equity Interests) for the purpose of financing a particular Business Acquisition.
Business Acquisitions. None of the Obligors nor any Restricted Subsidiary will make any Business Acquisitions except that an Obligor or any Restricted Subsidiary shall be permitted to make Business Acquisitions provided that (a) no Event of Default shall exist before or immediately after giving effect to such Business Acquisition, (b) if the Total Net Leverage Ratio at the time of such Business Acquisition, and after giving pro forma effect thereto, is equal to or greater than 3.0 to 1.0, the consideration for such Business Acquisition, when combined with the aggregate consideration (excluding any Equity Interests) for all other Business Acquisitions made when the pro forma Total Net Leverage Ratio was equal to or greater than 3.0 to 1.0, shall not exceed $100,000,000 during the term of this Agreement, (c) the Borrower shall be in pro forma compliance with Sections 6.16, 6.17 and 6.18 and (d) if the cash consideration for such Business Acquisition is equal to or greater than $50,000,000, the Borrower shall have given the Administrative Agent at least ten (10) days prior written notice of such Business Acquisition together with an officer’s certificate executed by a Financial Officer of the Borrower, certifying as to compliance with the requirements of this Section and containing calculations demonstrating compliance with clauses (b), to the extent applicable, and (c) of this Section; provided that the proceeds received by an Obligor from unrelated third parties pursuant to Assets Sales permitted under Section 6.04 which Asset Sales consist of substantially all of the assets of any division, business unit or line of business of the Borrower or any Restricted Subsidiary shall be netted against any amounts reducing such maximum amount. The consummation of each Business Acquisition shall be deemed to be a representation and warranty by the Borrower that all conditions thereto have been satisfied and that same is permitted under the terms of this Agreement, which representation and warranty shall be deemed to be a representation and warranty for all purposes hereunder.
Business Acquisitions. In the event the Company makes an acquisition or disposition (e.g. assets, stock or other equity interest) on or before March 31, 2011, then the Compensation Committee may, in its discretion, make any adjustments to: (1) the method of calculating any of the vesting criteria set forth in Exhibits A through E of this Agreement; or (2) the structure of vesting tables set forth in Exhibits A through E of this Agreement, as it deems appropriate to fulfill the intents and purposes of the vesting criteria, taking into consideration the effect of the acquisition or disposition on vesting opportunities.
Business Acquisitions. In the event the Company makes an acquisition or disposition (e.g. assets, stock or other equity interest), then the Compensation Committee may, in its discretion, make any adjustments to: (1) the method of calculating EBITDA and/or ARFR; or (2) the structure of vesting tables, as it deems appropriate to fulfill the intents and purposes of the vesting criteria, taking into consideration the effect of the acquisition or disposition on vesting opportunities.
Business Acquisitions. Notwithstanding Sections 7.1.1 and 7.1.2, if (i) a Business Combination occurs with respect to either Party with a Third Party that has a material pharmaceutical program other than programs directed to Targets or (ii) a Party acquires a Third Party that has a material pharmaceutical program other than programs directed to Targets (including by a merger or consolidation) so that such Third Party becomes an Affiliate over which the acquiring Party has control (as defined in Section 1.2), or (iii) a Party acquires all or substantially all of the assets of a Third Party (including any Subsidiaries or divisions thereof) that has a material pharmaceutical program other than programs directed to Targets (each of (i),
Business Acquisitions. Make any Business Acquisition unless (i) after giving effect thereto, the Borrower is in compliance on a pro forma basis with Sections 6.04, 6.05, 6.07(a) and 6.15 and (ii) in the case of ---- ---- ------- ---- any transaction in which the consideration (other than equity interests of the Borrower) paid by the Borrower and the Material Subsidiaries has an aggregate value in excess of 10% of Consolidated Net Tangible Assets as of the most recently ended fiscal quarter, the Borrower has submitted to the Administrative Agents calculations in detail reasonably satisfactory to the Administrative Agents showing pro forma compliance with the covenants in Sections 6.04, 6.05 ---- ---- and 6.15. ----
Business Acquisitions. The Borrower will not, and will not permit any of its Subsidiaries to, make any Business Acquisitions; provided, however, that the Borrower and its Subsidiaries may make Business Acquisitions of businesses described in Section 6.12, so long as (a) no Default or Event of Default has occurred and is continuing and (b) immediately before such acquisition the Borrower demonstrates compliance with Sections 6.15 and 6.16, and immediately after such acquisition the Borrower demonstrates prospective pro forma compliance with Sections 6.15 and 6.16 based on the combined operating results and financial position of the acquisition target and the Borrower and its Subsidiaries and giving effect to reasonably projected savings attributable to personnel reductions, non-recurring maintenance and environmental costs and allocated overhead, provided, however, if after giving effect to such acquisition, the Borrower’s Consolidated Leverage Ratio (determined on a pro forma basis after giving effect to such acquisition) would be greater than 2.50 to 1.0, then the aggregate amount of consideration paid for such acquisition, including any Indebtedness assumed, shall not exceed 15% of Consolidated Net Worth (determined as of the most recent fiscal quarter then ended and without regard to such acquisition).
Business Acquisitions. The aggregate amount of expenditures of ADT Limited and its Subsidiaries in respect of Business Acquisitions during the portion of ADT Limited's Fiscal Year ended on the Computation Date is $__________.
Business Acquisitions. (1) The following matters shall require and be subject to the approval of the majority of the members of an investment committee of the Coop (and in any event including the approval of Xxx Xxxxxx for so long as he remains the Chairman of the Coop Board), the members of which shall be appointed by the Coop Board from time to time and which shall be initially composed of the Chairman of the Coop Board, the CEO of the Coop, the CEO of the TSS Public operating group, and the CEO of the TSS Blue operating group, with the Chairman of the Coop Board acting as committee chairman:
Business Acquisitions. Upon the satisfaction in full of the Superior Debt Obligations, the Agent's prior written consent shall be required in connection with any acquisition of a business by the Company or any Subsidiary; provided, however, that the Company may acquire a business without such consent if both (i) the acquisition price for the acquisition of such business is less than $250,000, and (ii) no portion of the acquisition of such business is being financed with proceeds from the Loans."
