Effect of Acquisitions on Contingent Notes Sample Clauses

Effect of Acquisitions on Contingent Notes. In the event that AmeriPath or an Affiliate of AmeriPath acquires one or more Persons or businesses after the Closing Date (an "AMERIPATH ACQUISITION"), other than in the ordinary course of business and upon agreement of the Purchaser and the Sellers, Operating Earnings will be calculated without including (i) the income generated by, or expenses incurred in connection with, the AmeriPath Acquisition, and (ii) any selling, general or administrative expenses which do not relate to the Company or its Business; PROVIDED, HOWEVER, with respect to an AmeriPath Acquisition whose income the Purchaser and the Sellers have agreed to include in the Operating Earnings or Cumulative Operating Earnings, as the case may be, of the Business, interest, amortization and depreciation with respect to such AmeriPath Acquisition shall be deducted from the Operating Earnings or Cumulative Operating Earnings, as the case may be, of the Business.
Sample 1
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Effect of Acquisitions on Contingent Notes. In the event that AmeriPath acquires one or more Persons or businesses after the Closing Date, Operating Earnings will be calculated without including (i) the income generated by, or expenses incurred in connection with, the acquisition or the acquired Person or business, and (ii) any selling, general or administrative expenses which do not relate to Richfield or its business.
Sample 1
Effect of Acquisitions on Contingent Notes. In the event that AmeriPath acquires one or more Persons or businesses, Operating Earnings will be calculated without including (i) the income generated by, or expenses incurred in connection with, the acquisition or the acquired Person or business (except the anatomic pathology and reference laboratory and office-based revenues pursuant to Section 1.2(b)(v)), and (ii) any selling, general administrative, or other expenses which do not relate to SLA or its business (except to the anatomic pathology and reference laboratory and office-based revenues pursuant to Section 1.2(b)(v)). Notwithstanding anything to the contrary herein, in the event AmeriPath or an AmeriPath Affiliate so acquires one or more Persons or businesses within the SLA Territory, the Minimum Targets shall be decreased by 12% of the net revenues of such acquired Person or business (i) during the applicable 12-month period utilized to compute the valuation of such acquired Person, or (ii) if no such computation was utilized, then during the 12-calendar months preceding the calendar month on which AmeriPath entered into a binding agreement with such acquiree. However, in no event shall Minimum Target be reduced pursuant to this Section 1.2(d) to less than $1,365,001, $2,730,002, $4,095,003, $5,460,004, and $6,825,005 for periods ending September 30, 1997, September 30, 1998, September 30, 1999, September 30, 2000, and September 30, 2001, respectively. Any such reduction shall be calculated within 30 days after the closing date of the acquisition to which it applies. If such an acquisition occurs during a 12-month period, then the reduction shall be applicable to the Minimum Target for that portion of the 12-month period that remains after the acquisition and all subsequent 12-month periods. The Applicable Stock Amount for Operating Earnings or Cumulative Operating Earnings, as applicable, that fall within such reduced range utilizing the new Minimum Target shall be equal to the lowest Applicable Stock Amount for such period as set forth on Schedule 1.3, less 5.55 x ([the difference between (i) the lowest stated Operating Earnings or Cumulative Operating Earnings, as applicable, on the appropriate Annex to the Contingent Notes, and (ii) the actual amount of Operating Earnings or Cumulative Operating Earnings, as applicable, for such period]/100).
Sample 1
Effect of Acquisitions on Contingent Notes. In the event that AmeriPath acquires one or more Persons or businesses after the Closing Date, Operating Earnings will be calculated without the deduction of any selling, general or administrative expenses which do not relate to the DAP Business, and without taking into account the income generated by, or expenses incurred in connection with, the acquisition or the acquired Person or business. If in the judgment of a majority of the full Board of Directors of AmeriPath it is impracticable to calculate Operating Earnings after such acquisition on the basis set forth herein, then, with respect to each remaining year ending December 31 following such determination by the Board of Directors, an amount equal to two (2) times the Fixed Payment Amount (in each case, as appropriate to the Contingent Note, whether a Class A Contingent Note or a Class B Contingent Note), together with accrued and unpaid interest thereon to and including the date of such payment, shall accelerate and become immediately due and payable on the later of the date of consummation of such transaction and the determination by the Board of Directors.
Sample 1

Related to Effect of Acquisitions on Contingent Notes

  • Limitations on Issuances of Guarantees of Indebtedness The Company shall not permit any of its Restricted Subsidiaries, directly or indirectly, to Guarantee any other Indebtedness of the Company except in respect of the Credit Facilities of the Company (the “Guaranteed Indebtedness”) unless:

  • Restrictions on Note Acquisitions Neither a member of any “expanded group” (as defined in Treasury Regulation Section 1.385-1(c)(4)) that includes the Trust or a Certificate Owner nor a “controlled partnership” (as defined in Treasury Regulation Section 1.385-1(c)(1)) of either such expanded group shall acquire (or hold) any Notes from the Trust, any Affiliate, or through the marketplace prior to obtaining an Opinion of Counsel stating that (i) the acquisition or reacquisition of such Note will not cause the Trust, initially upon such acquisition or subsequent to the acquisition, to be classified as an association or publicly traded partnership treated as a corporation for federal income tax purposes and will not cause the Note to be recharacterized as stock pursuant to Treasury Regulations under Section 385 of the Code or otherwise cause the Trust not to be classified as a grantor trust. The preceding sentence shall not apply to (i) any U.S. corporate member of the same U.S. corporate affiliated group (as defined in Section 1504 of the Code) filing a consolidated federal income tax return that includes the Trust or every applicable Certificate Owner (the “Trust Consolidated Group”) or (ii) a partnership all of the partners of which are either such U.S. corporate members of the Trust Consolidated Group as described in clause (A) or partnerships all of the partners of which are such U.S. corporate members of the Trust Consolidated Group as described in clause (A). No member of any “expanded group” that includes the Trust or Certificate Owner (as defined in Treasury Regulation Section 1.385-1(b)(3)) or “controlled partnership” of such expanded group (as defined in Treasury Regulation Section 1.385-1(c)(4)) shall transfer any Notes outside the expanded group prior to obtaining an Opinion of Counsel stating that the transfer of such Note will not cause the Trust to be classified as an association or publicly traded partnership treated as a corporation for federal income tax purposes and will not cause the Note to be recharacterized as stock pursuant to Treasury Regulations under Section 385 of the Code or otherwise cause the Trust not to be classified as a grantor trust.

  • Limitations on Indebtedness Create, incur, assume or suffer to exist any Indebtedness except:

  • Limitations on Debt Payments and Amendments (a) The Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase or redeem or otherwise defease any Restricted Indebtedness; provided, however, that (x) the Borrower and any Restricted Subsidiary may prepay, repurchase or redeem or otherwise defease Restricted Indebtedness with the Net Cash Proceeds of Permitted Other Indebtedness that is unsecured or secured by a Lien ranking junior to the Lien securing the Obligations incurred in accordance with Section 10.1(bb)(i)(b) and (y) the Borrower or Restricted Subsidiary may prepay, repurchase or redeem Restricted Indebtedness (i) in an aggregate amount from the 2014 July Repricing Effective Date, when aggregated with (A) the aggregate amount of dividends paid pursuant to Section 10.6(c) from the Original Closing Date (other than dividends paid pursuant to Section 10.6(c)(x) prior to March 31, 2015) and (B) all loans and advances to any direct or indirect parent of the Borrower made pursuant to Section 10.5(m) (in lieu of dividends permitted by Section 10.6(c)), not in excess of the sum of (1) $400,000,000 plus (2) if the Borrower shall be in compliance with the Senior Secured Leverage Test, both before and after giving effect, on a Pro Forma Basis, to the making of such prepayment, repurchase or redemption, the Applicable Amount at the time of such prepayment, repurchase or redemption; provided the use of such amounts in clauses (1) and (2) shall be subject to no Default or Event of Default having occurred and continuing at the date of such prepayment, repurchase, redemption or other defeasance or resulting therefrom, plus (3) the Applicable Equity Amount at the time of such prepayment, repurchase or redemption; for the avoidance of doubt, dividends paid in reliance on and in compliance with Section 10.6(c) shall not retroactively cause any breach of this Section 10.7(a)(y)(i) in respect of amounts previously prepaid in compliance with this Section 10.7(a)(y)(i); and (ii) with the proceeds of Permitted Additional Debt. For the avoidance of doubt, nothing in this Section 10.7 shall restrict (i) any prepayment, repurchase, redemption or defeasance made after the Original Closing Date in connection with the Debt Repayment, (ii) the making of any prepayment of accrued but unpaid interest and/or original issue discount in respect of the Senior Interim PIK Loans and/or the PIK Notes in accordance with the “Optional Interest Repayment” provisions thereof as of the end of any accrual period ending after the fifth anniversary of the Original Closing Date or (iii) the prepayment, repurchase or redemption of the PIK Notes with the net proceeds of Additional 2018 New Dollar Term Loans.

  • Limitations on Additional Indebtedness (a) The Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, incur any Indebtedness; provided, however, that the Issuer or any Restricted Subsidiary may incur additional Indebtedness, and the Issuer or any Restricted Subsidiary may incur Acquired Indebtedness if, after giving effect thereto, the Consolidated Interest Coverage Ratio would be at least 2.00 to 1.00 (the “Coverage Ratio Exception”).

  • Limitation on Issuances of Guarantees of Indebtedness The Company shall not permit any Restricted Subsidiary, directly or indirectly, to Guarantee or pledge any assets to secure the payment of any other Indebtedness of the Company unless such Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture governing the Notes providing for the Guarantee of the payment of the Notes by such Subsidiary, which Guarantee shall be senior to or pari passu with such Subsidiary's Guarantee of or pledge to secure such other Indebtedness. Notwithstanding the foregoing, any Guarantee by a Subsidiary of the Notes shall provide by its terms that it shall be automatically and unconditionally released and discharged upon any sale, exchange or transfer, to any Person other than a Subsidiary of the Company, of all of the Company's stock in, or all or substantially all the assets of, such Subsidiary, which sale, exchange or transfer is made in compliance with the applicable provisions of this Indenture. The form of such Guarantee is attached as Exhibit C hereto.

  • Amendment, Etc. of Indebtedness Amend, modify or change in any manner any term or condition of any Indebtedness set forth in Schedule 7.02, except for any amendment, refinancing, refunding, renewal or extension thereof permitted by Section 7.02(e).

  • Limitations on Restricted Payments (a) The Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, make any Restricted Payment if at the time of such Restricted Payment:

  • Limitation on Guarantees of Indebtedness by Restricted Subsidiaries The Issuer shall not permit any of its Wholly-Owned Subsidiaries that are Restricted Subsidiaries (and non-Wholly-Owned Subsidiaries if such non-Wholly-Owned Subsidiaries guarantee other capital markets debt securities of the Issuer or any Guarantor), other than a Guarantor, a Foreign Subsidiary or a Securitization Subsidiary, to guarantee the payment of any Indebtedness of the Issuer or any other Guarantor unless:

  • Restrictions on Secured Debt (a) The Company covenants and agrees that it will not, and will not permit any Restricted Subsidiary to create, issue, incur, assume or guarantee any Secured Debt without making effective provision (and the Company covenants that in such case it will make or cause to be made effective provision) whereby the Senior Notes then outstanding and any other indebtedness of or guarantee by the Company or such Restricted Subsidiary then entitled thereto shall be secured by such Mortgage equally and ratably with (or prior to) any and all other obligations and indebtedness thereby secured for so long as any such other obligations and indebtedness shall be so secured, unless after giving effect thereto, the aggregate amount of all such Secured Debt plus all Attributable Debt of the Company and its Restricted Subsidiaries in respect of sale and leaseback transactions (as defined in Section 1009) involving Principal Properties (other than sale and leaseback transactions permitted by clause (a)(1) of Section 1009 in reliance upon one of the exclusions set forth in paragraphs (1) through (6) below and clause (a)(2) of Section 1009) would not exceed 10% of Consolidated Net Tangible Assets; provided, however, that this Section shall not apply to, and there shall be excluded from Secured Debt in any computation under this Section, indebtedness for money borrowed secured by:

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