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. (a) of the Credit Agreement is hereby amended and restated in its entirety as follows:
Consolidated Tangible Net Worth Test. The Borrower will not permit Consolidated Tangible Net Worth (monitored and tested quarterly as of the last day of each fiscal quarter) to be less than (i) $150,000,000 plus (ii) 50% of the cumulative Consolidated Net Income for each fiscal quarter commencing on or after March 31, 2020 (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 commencing on or after March 31, 2020 (the “Consolidated Tangible Net Worth Test”).
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. 1. Consolidated Total Assets (excluding adjustments on account of FASB No. 52 and No. 133) $
2. Consolidated Total Liabilities (excluding adjustments on account of FASB No. 52 and No. 133) $
3. Total book value of intangible assets $
Consolidated Tangible Net Worth Test. Consolidated Tangible Net Worth shall not be less than (i) $1,405,020,000 plus (ii) fifty percent (50%) of consolidated net income of Borrower and the Guarantors earned after September 30, 2007 (excluding any quarter in which there is a loss but applying consolidated net income of Borrower and the Guarantors thereafter first to such loss before determining fifty percent (50%) of such amount for purposes of this calculation) plus (iii) fifty percent (50%) of the net proceeds or other consideration received by Borrower for capital stock issued by Borrower after September 30, 2007, minus (iv) the lesser of (A) the aggregate amount paid by Borrower after September 30, 2007 to repurchase its common stock and (B) $300,000,000, (the foregoing covenant, as adjusted as provided in the next succeeding sentence, is herein referred to as the “Consolidated Tangible Net Worth Test”). Notwithstanding the foregoing, in the event that Borrower shall at any time engage in an Acquisition for a purchase price equaling or exceeding $100,000,000, Borrower may irrevocably elect, by notice to the Administrative Agent given prior to the last day of the fiscal quarter in which such Acquisition occurs, to adjust minimum Consolidated Tangible Net Worth for the Consolidated Tangible Net Worth Test to the following amount: (i) 80% of the Consolidated Tangible Net Worth immediately following the closing of such Acquisition, plus (ii) an amount equal to 50% of the consolidated net income of Borrower and Guarantors earned after the closing of such Acquisition (excluding any quarter in which there is a loss but applying net income thereafter first to such loss before determining 50% of such amount for purposes of this calculation), plus (iii) 50% of the net proceeds or other consideration received by Borrower for any capital stock issued after the closing of such Acquisition, minus (iv) the lesser of (A) the aggregate amount paid by Borrower after the closing of such Acquisition to repurchase its common stock and (B) the amount (but not less than zero) obtained by subtracting from $300,000,000 the aggregate amount (if any) paid by Borrower to repurchase its common stock after September 30, 2007 and prior to such Acquisition. Borrower may make the election under the preceding sentence only if it makes the corresponding election under Section 9.3 at the same time. Borrower’s compliance with the Consolidated Tangible Net Worth Test shall be measured on a quarterly basis, based on the financia...
Consolidated Tangible Net Worth Test. The Borrower will not at any time permit Consolidated Tangible Net Worth to be less than (i) $106,812,785.00 plus (ii) 50% of the cumulative Consolidated Net Income for each fiscal quarter commencing after March 31, 2014 (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 March 31, 2014 (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) $____________________
2. Consolidated Total Liabilities (excluding adjustments on account of FASB No. 52 and No. 133) $____________________
3. Total book value of intangible assets $____________________ total equals:
4. Consolidated Tangible Net Worth $____________________
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").
