Net Debt Statement; Net Debt Dividend Sample Clauses

Net Debt Statement; Net Debt Dividend. (a) At least fifteen (15) Business Days prior to the first expected Launch Date, the Sellers’ Representative shall prepare and deliver to the Purchasers’ Representative a statement (the “Net Debt Statement”) consisting of (i) a Company balance sheet, prepared in the same form as the balance sheet, dated December 31, 2012, attached hereto as Part I of Annex 8 (Net Debt Statement) (the “Reference Balance Sheet”) and in accordance with methodologies used in preparing the Reference Balance Sheet (though financial statement notes need not be provided) (the “Company Consolidated Balance Sheet”), as at the close of the last calendar day of the last calendar month ended immediately preceding the date on which the Net Debt Statement is due, or if such month end is less than seven (7) Business Days prior to the date on which the Net Debt Statement is due, the close of the last calendar day of the prior calendar month (the “Balance Sheet Date”) and (ii) the Sellers’ Representative’s good faith calculation (in the form attached to Part II of Annex 8 (Net Debt Statement) ) of Additional Expected Closing Cash (assuming the Launch Date set out in the Launch Notice), Adjusted Net Debt, Expected Closing Cash Adjustment Amount (assuming the Launch Date set out in the Launch Notice), the Non-Cash Working Capital, the Non-Cash Working Capital Shortfall (if any), the Non-Cash Working Capital Surplus (if any) the Cash Dividend Amount, the Per Share Dividend Amount, the amount of any Post-Balance Sheet Date Dividend and the Pensions Share Purchase Price, which calculation shall be binding for purposes of this Agreement, subject to the procedures set out and possible adjustments contemplated in Annex 11 (Net Debt Statement Procedures) between Sellers’ Representative and Purchasers’ Representative (it being understood that any adjustment made pursuant to Section 2(d) of Annex 11 (Net Debt Statement Procedures) shall not have any impact on the Per Share Dividend Amount payable by the Company to the holders of Company Shares as contemplated in Section 2.4(b) below other than the Sellers). Any amount to be converted from Dollars into CLP$ (or vice versa) for purposes of the Net Debt Statement shall be so converted at the Exchange Rate in effect on the Balance Sheet Date. (b) The Sellers’ Representative shall (i) no later than two (2) Business Days prior to the Launch Date, cause the Company to declare one or more dividends payable in cash with respect to each Company Share in a total...
Sample 1
AutoNDA by SimpleDocs

Related to Net Debt Statement; Net Debt Dividend

  • Interest Expense Coverage Ratio The Borrower will not permit the ratio of (i) Consolidated EBITDA to (ii) Consolidated Cash Interest Expense for any period of four consecutive fiscal quarters to be less than 3.75 to 1.00.

  • Cash Flow Leverage Ratio The Borrower will not permit the Cash Flow Leverage Ratio on the last day of any fiscal quarter to exceed 3.50 to 1.00.

  • Consolidated Senior Secured Leverage Ratio As of any fiscal quarter end, permit the Consolidated Senior Secured Leverage Ratio to be greater than 1.25 to 1.00.

  • INTEREST CALCULATION COSTS 10.1 As set forth in 31 CFR 205.27, interest calculation costs are defined as those costs necessary for the actual calculation of interest, including the cost of developing and maintaining clearance patterns in support of the interest calculations. Interest calculation costs do not include expenses for normal disbursing services, such as processing of checks or maintaining records for accounting and reconciliation of cash balances, or expenses for upgrading or modernizing accounting systems. Interest calculation costs in excess of $50,000 in any year are not eligible for reimbursement, unless the State provides justification with the annual report. 10.2 The State expects to incur the following types of interest calculation costs: Costs of calculating interest, including the cost of developing and maintaining clearance patterns in support of interest calculations. 10.3 The State shall submit all claims for reimbursement of interest calculation costs with its Annual Report in accordance with 31 CFR 205.

  • Consolidated Net Leverage Ratio Permit the Consolidated Net Leverage Ratio as of the end of any fiscal quarter of the Borrower to be greater than 4.50:1.00.

  • Maximum Consolidated Leverage Ratio The Consolidated Leverage Ratio at any time may not exceed 0.75 to 1.00; and

  • Interest Rates Payments and Calculations (a) Interest Rate. Except as set forth in Section 2.3(b), or as ------------- specified to the contrary in any Loan Document, any Advances under this Exim Agreement shall bear interest, on the average daily balance, at a rate equal to the Prime Rate per annum.

  • Minimum Consolidated Interest Coverage Ratio Permit the Consolidated Interest Coverage Ratio as of the end of any fiscal quarter of the Borrower to be less than 3.25 to 1.00.

  • Consolidated Senior Leverage Ratio As of the end of each fiscal quarter of the members of the Consolidated Group, the Consolidated Senior Leverage Ratio shall not be greater than the ratio set forth below: Fiscal Quarter End Ratio ------------------ ----- December 31, 2000 3.00:1.0 March 31, 2001 3.10:1.0 June 30, 2001 3.10:1.0 September 30, 2001 2.75:1.0 December 31, 2001 and thereafter 2.50:1.0 1.6 Clause (c) of Section 7.9 of the Credit Agreement is amended to read as follows:

  • Leverage Ratio The Borrower will not permit the Leverage Ratio to exceed 4.50 to 1.0 on the last day of any Fiscal Quarter.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!