Maximum Leverage Ratio TC Sample Clauses

Maximum Leverage Ratio TC. “Section 10.1. Maximum Leverage Ratio” \f C \l “2” . The Company will not permit the ratio (the “Leverage Ratio”), determined as of the end of each of its fiscal quarters ending on and after the date of this Agreement, of (i) Consolidated Total Indebtedness to (ii) Consolidated EBITDA for the period of four (4) consecutive fiscal quarters ending with the end of such fiscal quarter, all calculated for the Company and its Subsidiaries on a consolidated basis, to be greater than 3.50 to 1.00 (the “Stated Ratio”); provided, however, at the Company’s election upon written notice given promptly to each holder of Notes, as of the last day of each of the four consecutive fiscal quarters immediately following a Material Acquisition, the Company may increase the Leverage Ratio by 0.50x above the Stated Ratio (the “Adjusted Leverage Ratio”), provided, further, that the Adjusted Leverage Ratio (i) shall step down by 0.25x after two (2) full fiscal quarters following the date of such Material Acquisition and (ii) shall return to the otherwise Stated Ratio after four (4) full fiscal quarters following the date of such Material Acquisition; provided further that in no event may the Leverage Ratio be greater than 3.50 to 1.00 following a Material Acquisition on more than three Bruker Corporation Note Purchase Agreement separate occasions during the term of this Agreement; provided further that (x) the Company may not elect to increase the maximum Leverage Ratio to the Adjusted Leverage Ratio unless there shall be at least one (1) full fiscal quarter immediately prior to such election during which the Stated Ratio is in effect and (y) the Note Parties shall only be required to include pro forma results of the PhenomeX Acquisition for the fiscal quarter ended September 30, 2023.