Common use of Consolidated Net Leverage Ratio Clause in Contracts

Consolidated Net Leverage Ratio. Permit the Consolidated Net Leverage Ratio as of the end of any fiscal quarter of the Parent to be greater than (i) 4.75 to 1.00, for any fiscal quarter of the Parent ending during the period from the Closing Date to and including the earlier of (A) the end of the fiscal quarter during which the CPI Disposition Purchase Agreement expires or (B) the end of the fiscal quarter during which the CPI Disposition occurs (each of the foregoing clauses (A) and (B), the “Initial Stepdown Date”), (ii) 4.50 to 1.00, for any fiscal quarter of the Parent ending during the period after the Initial Stepdown Date to and including the fiscal quarter ending December 31, 2022, and (iii) 4.00 to 1.00, for any fiscal quarter of the Parent ending thereafter; provided, that, from and after April 1, 2023, upon the occurrence of a Qualified Acquisition, for each of the four (4) consecutive fiscal quarters of the Parent commencing with the fiscal quarter of the Parent during which such Qualified Acquisition is consummated (such period of increase, a “Leverage Increase Period”), the applicable ratio set forth in clause (ii) above may, upon receipt by the Administrative Agent of a Qualified Acquisition Notice, be increased to 4.50 to 1.00; provided, further, that, (A) for at least one (1) fiscal quarter of the Parent ending immediately following each Leverage Increase Period, the Consolidated Net Leverage Ratio as of the end of each such fiscal quarter shall not be greater than 4.00 to 1.00 prior to giving effect to another Leverage Increase Period, (B) there shall be no more than three (3) Leverage Increase Periods during the term of this Agreement, and (C) each Leverage Increase Period shall apply only with respect to the calculation of the Consolidated Net Leverage Ratio for purposes of determining compliance with this Section 8.11(a) and for purposes of any Qualified Acquisition Pro Forma Calculation.

Consolidated Net Leverage Ratio. Permit the Consolidated Net Leverage Ratio as of the end of any fiscal quarter of the Parent Company to be greater than (i) 3.75 to 1.00, for any fiscal quarter ending during the period from January 1, 2020 to and including June 27, 2020, (ii) 4.75 to 1.00, for any fiscal quarter of the Parent ending during the period from the Closing Date June 28, 2020 to and including the earlier of (A) the end of the fiscal quarter during which the CPI Disposition Purchase Agreement expires or (B) the end of the fiscal quarter during which the CPI Disposition occurs (each of the foregoing clauses (A) December 31, 2021, and (B), the “Initial Stepdown Date”), (iiiii) 4.50 3.75 to 1.00, for any fiscal quarter of the Parent ending during the period after the Initial Stepdown Date to and including the fiscal quarter ending December 31, 2022, and (iii) 4.00 to 1.00, for any fiscal quarter of the Parent ending thereafter; provided, that, from and after April 1, 2023the occurrence of the Covenant Relief End Date, upon the occurrence of a Qualified AcquisitionAcquisition after such date, for each of the four (4) consecutive fiscal quarters of the Parent Company (commencing with the fiscal quarter of the Parent Company during which such Qualified Acquisition is consummated consummated) (such period of increase, a “Leverage Increase Period”), the applicable ratio set forth in clause (iiiii) above may, upon receipt by the Administrative Agent of a Qualified Acquisition Notice, be increased to 4.50 4.00 to 1.00; provided, further, that, (A) the Company may, upon receipt by the Administrative Agent of written notice from a Responsible Officer of the Company, terminate any Leverage Increase Period prior to the completion of any such Leverage Increase Period (such termination to be effective immediately upon receipt by the Administrative Agent of such written notice), (B) for at least one (1) fiscal quarter of the Parent Company ending immediately following each Leverage Increase Period, the Consolidated Net Leverage Ratio as of the end of each such fiscal quarter shall not be greater than 4.00 3.75 to 1.00 prior to giving effect to another Leverage Increase Period, (B) there shall be no more than three (3) Leverage Increase Periods during the term of this Agreement, and (C) each Leverage Increase Period shall apply only with respect to the calculation of the Consolidated Net Leverage Ratio for purposes of determining compliance with this Section 8.11(a) and for purposes of any Qualified Acquisition Pro Forma Calculation7.12(b).

Consolidated Net Leverage Ratio. Permit the Consolidated Net Leverage Ratio as of the end of any fiscal quarter of the Parent to be greater than (i) 4.75 4.25 to 1.00, for any fiscal quarter of the Parent ending during the period from the Closing First Amendment Effective Date to and including the earlier of (A) the end of the fiscal quarter during which the CPI Disposition Purchase Agreement expires or (B) the end of the fiscal quarter during which the CPI Disposition occurs (each of the foregoing clauses (A) and (B)September 30, the “Initial Stepdown Date”), (ii) 4.50 to 1.00, for any fiscal quarter of the Parent ending during the period after the Initial Stepdown Date to and including the fiscal quarter ending December 31, 20222020, and (iiiii) 4.00 to 1.00, for any fiscal quarter of the Parent ending thereafter; provided, that, from and after April October 1, 20232020, upon the occurrence of a Qualified Acquisition, for each of the four (4) consecutive fiscal quarters of the Parent commencing with the fiscal quarter of the Parent during which such Qualified Acquisition is consummated (such period of increase, a “Leverage Increase Period”), the applicable ratio set forth in clause (ii) above may, upon receipt by the Administrative Agent of a Qualified Acquisition Notice, be increased to 4.50 to 1.00; provided, further, that, (A) for at least one (1) fiscal quarter of the Parent ending immediately following each Leverage Increase Period, the Consolidated Net Leverage Ratio as of the end of each such fiscal quarter shall not be greater than 4.00 to 1.00 prior to giving effect to another Leverage Increase Period, (B) there shall be no more than three (3) Leverage Increase Periods during the term of this Agreement, and (C) each Leverage Increase Period shall apply only with respect to the calculation of the Consolidated Net Leverage Ratio for purposes of determining compliance with this Section 8.11(a) and for purposes of any Qualified Acquisition Pro Forma Calculation.

Consolidated Net Leverage Ratio. Permit (a) The Company will not (i) permit the Consolidated Leverage Ratio at any time during any period of four consecutive fiscal quarters of the Company (in each case taken as one accounting period) ending on or before March 31, 2020 to exceed 3.25 to 1.00, (ii) permit the Consolidated Net Leverage Ratio as at any time during any period of the end of any fiscal quarter of the Parent to be greater than (i) 4.75 to 1.00, for any fiscal quarter of the Parent ending during the period from the Closing Date to and including the earlier of (A) the end of the fiscal quarter during which the CPI Disposition Purchase Agreement expires or (B) the end of the fiscal quarter during which the CPI Disposition occurs (each of the foregoing clauses (A) and (B), the “Initial Stepdown Date”), (ii) 4.50 to 1.00, for any fiscal quarter of the Parent ending during the period after the Initial Stepdown Date to and including the fiscal quarter ending December 31, 2022, and (iii) 4.00 to 1.00, for any fiscal quarter of the Parent ending thereafter; provided, that, from and after April 1, 2023, upon the occurrence of a Qualified Acquisition, for each of the four (4) consecutive fiscal quarters of the Parent commencing with Company (in each case taken as one accounting period) ending after March 31, 2020 and on or before March 31, 2021 to exceed 3.75 to 1.00 or (iii) subject to Section 10.9(c), permit the Consolidated Leverage Ratio at any time during any period of four consecutive fiscal quarter quarters of the Parent during which such Qualified Acquisition is consummated Company (such period of increasein each case taken as one accounting period) ending after March 31, a “Leverage Increase Period”), the applicable ratio set forth in clause (ii) above may, upon receipt by the Administrative Agent of a Qualified Acquisition Notice, be increased 2021 to 4.50 exceed 3.25 to 1.00; provided, further, that, . (Ab) for If at least one (1) fiscal quarter of any time during the Parent ending immediately following each Leverage Increase Spike Period, the Consolidated Net Leverage Ratio exceeds, as of the end last day of each any fiscal quarter of the Company, 3.0 to 1.00, the interest rate applicable to the Notes shall increase by 1.00% per annum for the fiscal quarter next succeeding such fiscal quarter shall not be greater than 4.00 (such increase, a “Leverage Spike”). (c) (i) If, after March 31, 2021, the Company consummates an acquisition permitted by this Agreement for aggregate cash consideration exceeding $150,000,000 (each, a “Material Acquisition”), the Company may elect, upon written notice to Prudential and each holder of a Note, to increase the maximum Consolidated Leverage Ratio permitted by Section 10.9(a)(iii) to 3.75 to 1.00 prior for the fiscal quarter in which such Material Acquisition is consummated and the three consecutive fiscal quarters of the Company following such Material Acquisition (each, a “Four Quarter Period”) (retroactive to giving effect the first day of such Four Quarter Period); provided, however, that if the Consolidated Leverage Ratio is equal to another Leverage Increase or less than 3.25 to 1.00 at the end of any fiscal quarter during the Four Quarter Period, it may not exceed 3.25 to 1.00 at the end of any subsequent fiscal quarter (Bregardless of whether such fiscal quarter falls within the Four Quarter Period) there unless and until it can and does make another election under this clause (i). Such notice shall be provided no more later than three (3) Leverage Increase Periods during the term of this Agreement, and (C) each Leverage Increase Period shall apply only with respect to the calculation last Business Day of the Consolidated Net Leverage Ratio for purposes fiscal quarter of determining compliance with this Section 8.11(a) and for purposes of any Qualified the Company in which the relevant Material Acquisition Pro Forma Calculationis consummated.