Consolidated Tangible Net Worth Test. The Borrower will not permit Consolidated Tangible Net Worth, determined as of the last day of each fiscal quarter of the Borrower, to be less than (i) $800,000,000 plus (ii) 50% of the cumulative Consolidated Net Income for each fiscal quarter commencing after September 30, 2013 (excluding any quarter in which there is a loss but applying Consolidated Net Income thereafter first to such loss before determining 50% of such amount for purposes of this calculation) plus (iii) 50% of the aggregate proceeds received by the Borrower (net of reasonable fees and expenses) in connection with any offering of stock or equity in each fiscal quarter after September 30, 2013, minus (iv) the lesser of (A) the amount paid by the Borrower after September 30, 2013 to repurchase its common stock and (B) $160,000,000 (the “Consolidated Tangible Net Worth Test”). Notwithstanding the foregoing, in the event that the Borrower shall at any time engage in an Acquisition for a purchase price equaling or exceeding $100,000,000, the Borrower may irrevocably elect to adjust the minimum Consolidated Tangible Net Worth for the Consolidated Tangible Net Worth Test to the following amount: (i) 75% of the Consolidated Tangible Net Worth immediately following the closing of such Acquisition, plus (ii) 50% of the cumulative Consolidated Net Income earned after the closing of such Acquisition (excluding any quarter in which there is a loss but applying Consolidated Net Income thereafter first to such loss before determining 50% of such amount for purposes of this calculation), plus (iii) 50% of the aggregate proceeds received by the Borrower (net of reasonable fees and expenses) in connection with any offering of stock or equity after the closing of such Acquisition, minus (iv) the lesser of (A) the aggregate amount paid by the Borrower after such Acquisition to repurchase its common stock and (B) the amount (but not less than zero) obtained by subtracting from $160,000,000 the aggregate amount (if any) paid by the Borrower to repurchase its common stock after September 30, 2013 and prior to such Acquisition. The Borrower may make the election under the preceding sentence only if it makes the corresponding election with respect to the Consolidated Tangible Net Worth Covenant at the same time. The Borrower’s failure to satisfy the Consolidated Tangible Net Worth Test shall not constitute an Event of Default or Default; provided, however, that, if the Borrower fails to satisfy the Consolidated...
Consolidated Tangible Net Worth Test. The Borrower shall not permit Consolidated Tangible Net Worth (monitored and tested quarterly as of the last day of each fiscal quarter) to be less than (i) $1,350,000,000.00, plus (ii) 50% of the cumulative Consolidated Net Income for each fiscal quarter commencing after December 31, 2018 (excluding any quarter in which there is a loss but applying Consolidated Net Income thereafter first to such loss before determining 50% of such amount for purposes of this calculation), plus (iii) 50% of the aggregate proceeds received by the Borrower (net of reasonable fees and expenses) in connection with any public offering of stock or equity (for the avoidance of doubt, an offering of convertible notes shall not be deemed to be an offering of equity) in each fiscal quarter after March 31, 2019 (the “Consolidated Tangible Net Worth Test”).
Consolidated Tangible Net Worth Test. Section 6.19(a) of the Credit Agreement is hereby amended and restated in its entirety as follows:
Consolidated Tangible Net Worth Test. The Borrower will not at any time permit Consolidated Tangible Net Worth to be less than (i) $125,000,000.00 plus (ii) 50% of the cumulative Consolidated Net Income for each fiscal quarter commencing on or after April 1, 2015 (excluding any quarter in which there is a loss but applying Consolidated Net Income thereafter first to such loss before determining 50% of such amount for purposes of this calculation) plus (iii) 50% of the aggregate proceeds received by the Borrower (net of reasonable fees and expenses) in connection with any offering of stock or equity in each fiscal quarter after May 7, 2015 (the “Consolidated Tangible Net Worth Test”).”
Consolidated Tangible Net Worth Test. 1. Consolidated Total Assets (excluding adjustments on account of FASB No. 52 and No. 133) $ minus:
Consolidated Tangible Net Worth Test. Is clause A(a) greater than the sum of (clauses B + C(a) + C(b))? [Yes][No]
Consolidated Tangible Net Worth Test. Permit the Consolidated Tangible Net Worth of Borrower and the Material Companies, on a Consolidated basis, at any time to be less than the sum of (a) $26,300,000.00 plus (b) an amount equal to seventy-five percent (75%) of all earnings (if positive) of Borrower and the Material Companies for the immediately preceding fiscal quarter of Borrower ending prior to the date of such determination.
Consolidated Tangible Net Worth Test. Effective as of the Amendment Effective Date, Section 9.1 of the Credit Agreement is hereby amended and restated in its entirety as follows:
Consolidated Tangible Net Worth Test. Borrower's Consolidated Tangible Net Worth shall not be less than (i) $147,000,000.00, plus (ii) fifty percent (50%) of the cumulative Consolidated Net Income earned during each quarter after April 30, 1998 (excluding any quarter in which there is a loss), plus (iii) one hundred percent (100%) of the net proceeds of any Subordinated Indebtedness or any capital stock or other equity interest issued by Borrower after the date of this Agreement (the "Consolidated Tangible Net Worth Test").
