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.