Common use of Limitation on Certain Transactions Clause in Contracts

Limitation on Certain Transactions. (a) ACNielsen will not enter into any Strategic Transaction or engage in any Business Combination unless the Chief Executive Officer or the Chief Financial Officer of ACNielsen delivers a certificate to Cognizant and D&B certifying that, after giving pro forma effect to such Strategic Transaction or Business Combination, the Fixed Charge Coverage Ratio of ACNielsen, or, in the case of a Business Combination, the Fixed Charge Coverage Ratio of the continuing corporation following such Business Combination (ACNielsen or such continuing corporation, as the case may be, referred to as the "Relevant Party"), in each case calculated as set forth in Section 3.4(c) below, is greater than 4 to 1, which certificate shall be accompanied by a letter from the Relevant Party's independent accountants confirming that such Fixed Charge Coverage Ratio has been correctly calculated in accordance with the requirements hereof and based on financial statements prepared in accordance with U.S. generally accepted accounting principles. (b) In addition, ACNielsen will not enter into any Strategic Transaction or engage in any Business Combination involving aggregate consideration (including, without limitation, the assumption of indebtedness) in excess of $50 million, unless the following conditions are met: (i) the Board of Directors of each of ACNielsen, Cognizant and D&B has received an opinion in writing from an internationally recognized investment bank chosen by ACNielsen, to the effect that such transaction is fair, from a financial point of view, to ACNielsen (without considering, for purposes of such fairness opinion, any impact which such transaction may have on the ACN Maximum Amount); and (ii) in the case of a disposition of a business, an equity interest in a business or the disposition of assets comprising a business, which disposition does not involve the simultaneous equity investment in a joint venture entity which is the acquirer of such business, equity investment or assets, the consideration therefor is limited to cash, Cash Equivalents and/or marketable securities which are freely tradable on a public stock exchange or inter-dealer quotation system. (c) The Fixed Charge Coverage Ratio shall be for the most recent four consecutive full fiscal quarters ending prior to such certification, taken as one period, and calculated on the assumptions that (i) any Indebtedness to be incurred in connection with an acquisition or Business Combination had been incurred on the first day of such four-quarter period, (ii) any other Indebtedness incurred, repaid or retired by the Relevant Party and its Subsidiaries since the beginning of such four-quarter period was incurred, repaid or retired, as the case may be, on the first day of such four-quarter period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility outstanding on the date of such calculation shall be computed based on (A) the average daily balance of such Indebtedness during such four-quarter period or during such shorter included period when such facility was outstanding or (B) if such facility was created after the end of such four-quarter period, the average daily balance of such Indebtedness during the period from the date of creation of such facility to the date of the calculation) and (iii) any acquisition or disposition by the Relevant Party or its Subsidiaries of any assets out of the ordinary course of business or of any company, division or line of business, in each case since the first day of its last four completed fiscal quarters, had been consummated on such first day of such four-quarter period. (d) For purposes of the foregoing, any issuance or transfer of any Capital Stock of a wholly owned Subsidiary which is a holder of obligations of a Subsidiary that constitute Indebtedness shall be deemed an incurrence of Indebtedness if such issuance or transfer results in such wholly owned Subsidiary no longer being a wholly owned Subsidiary. (e) Paragraphs (a) and (b) above shall not apply to any transaction which is contemplated by the Distribution Agreement or any Ancillary Agreement.

Limitation on Certain Transactions. (a) ACNielsen will not enter into any Strategic Transaction or engage in any Business Combination unless the Chief Executive Officer or the Chief Financial Officer of ACNielsen delivers a certificate to Cognizant and D&B certifying that, after giving pro forma effect to such Strategic Transaction or Business Combination, the Fixed Charge Coverage Ratio of ACNielsen, or, in the case of a Business Combination, the Fixed Charge Coverage Ratio of the continuing corporation following such Business Combination (ACNielsen or such continuing corporation, as the case may be, referred to as the "Relevant Party"), in each case calculated as set forth in Section 3.4(c) below, is greater than 4 to 1, which certificate shall be accompanied by a letter from the Relevant Party's independent accountants confirming that such Fixed Charge Coverage Ratio has been correctly calculated in accordance with the requirements hereof and based on financial statements prepared in accordance with U.S. generally accepted accounting principles. (ba) In addition, ACNielsen will not enter into any Strategic Transaction or engage in any Business Combination involving aggregate consideration (including, without limitation, the assumption of indebtedness) in excess of $50 million, unless the following conditions are met: (i) the Board of Directors of each of ACNielsen, Cognizant and D&B has received an opinion in writing from an internationally recognized investment bank chosen by ACNielsen, to the effect that such transaction is fair, from a financial point of view, to ACNielsen (without considering, for purposes of such fairness opinion, any impact which such transaction may have on the ACN Maximum Amount); and (ii) in the case of a disposition of a business, an equity interest in a business or the disposition of assets comprising a business, which disposition does not involve the simultaneous equity investment in a joint venture entity which is the acquirer of such business, equity investment or assets, the consideration therefor is limited to cash, Cash Equivalents and/or marketable securities which are freely tradable on a public stock exchange or inter-dealer quotation system. (cb) The Fixed Charge Coverage Ratio shall be for the most recent four consecutive full fiscal quarters ending prior to such certification, taken as one period, and calculated on the assumptions that (i) any Indebtedness to be incurred in connection with an acquisition or Business Combination had been incurred on the first day of such four-quarter period, (ii) any other Indebtedness incurred, repaid or retired by the Relevant Party and its Subsidiaries since the beginning of such four-quarter period was incurred, repaid or retired, as the case may be, on the first day of such four-quarter period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility outstanding on the date of such calculation shall be computed based on (A) the average daily balance of such Indebtedness during such four-quarter period or during such shorter included period when such facility was outstanding or (B) if such facility was created after the end of such four-quarter period, the average daily balance of such Indebtedness during the period from the date of creation of such facility to the date of the calculation) and (iii) any acquisition or disposition by the Relevant Party or its Subsidiaries of any assets out of the ordinary course of business or of any company, division or line of business, in each case since the first day of its last four completed fiscal quarters, had been consummated on such first day of such four-quarter period. (dc) For purposes of the foregoing, any issuance or transfer of any Capital Stock of a wholly owned Subsidiary which is a holder of obligations of a Subsidiary that constitute Indebtedness shall be deemed an incurrence of Indebtedness if such issuance or transfer results in such wholly owned Subsidiary no longer being a wholly owned Subsidiary. (ed) Paragraphs (a) and (b) above shall not apply to any transaction which is contemplated by the Distribution Agreement or any Ancillary Agreement.