PRICING CHANGES BASED ON COMPLETION OF A SPECIFIED ACQUISITION Sample Clauses

PRICING CHANGES BASED ON COMPLETION OF A SPECIFIED ACQUISITION. If the Borrower completes after the effective date of Amendment No. 2 any Specified Acquisition, it will within 10 Business Days following closing of the particular Specified Acquisition deliver to the Administrative Agent a certificate of a responsible financial officer of the Borrower containing calculations in reasonable detail as to the computation of the Borrower's ratio of (x) Total Indebtedness outstanding on the date such Specified Acquisition was completed, to (y) EBITDA for the Testing Period ended on the last day of the most recent fiscal quarter of the Borrower, adjusted, to the extent necessary, to reflect on a PRO FORMA basis, consistent with the PRO FORMA requirements contained in section 9.2(f), the completion of all Specified Acquisitions as to which a closing has taken place, as if such Specified Acquisition had been completed and any Indebtedness incurred or assumed in connection therewith had been outstanding for the entire Testing Period used in the computation of such ratio. Such certificate shall be used by the Administrative Agent in the determination of any change in the Applicable Eurocurrency Margin which may be justified by the contents of such certificate. Any such change in the Applicable Eurocurrency Margin shall be determined by the Administrative Agent promptly and notified to the Borrower and the Lenders, with the effective date of such change to be such date as may be specified by the Administrative Agent upon not less than two Business Days' prior notice to the Borrower and the Lenders. Changes in the Applicable Eurocurrency Margin made pursuant to this paragraph (ii) with reference to the Borrower's EBITDA for a Testing Period ended with a particular fiscal quarter shall control over any changes in the Applicable Eurocurrency Margin which would otherwise be made pursuant to paragraph (iii) below with reference to the same Testing Period.
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Related to PRICING CHANGES BASED ON COMPLETION OF A SPECIFIED ACQUISITION

  • Term SOFR Conforming Changes In connection with the use or administration of Term SOFR, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR.

  • Conforming Changes In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.

  • Engineering Changes Customer may request that Flextronics incorporate engineering changes into the Product by providing Flextronics with a description of the proposed engineering change sufficient to permit Flextronics to evaluate its feasibility and cost. Flextronics will proceed with engineering changes when the parties have agreed upon the changes to the Specifications, delivery schedule and Product pricing and the Customer has issued a purchase order for the implementation costs.

  • Accounting Changes; Fiscal Year No Group Member shall change its (a) accounting treatment or reporting practices, except as required by GAAP or any Requirement of Law, or (b) its fiscal year or its method for determining fiscal quarters or fiscal months.

  • Default under Specified Transaction The party, any Credit Support Provider of such party or any applicable Specified Entity of such party (1) defaults under a Specified Transaction and, after giving effect to any applicable notice requirement or grace period, there occurs a liquidation of, an acceleration of obligations under, or an early termination of, that Specified Transaction, (2) defaults, after giving effect to any applicable notice requirement or grace period, in making any payment or delivery due on the last payment, delivery or exchange date of, or any payment on early termination of, a Specified Transaction (or such default continues for at least three Local Business Days if there is no applicable notice requirement or grace period) or (3) disaffirms, disclaims, repudiates or rejects, in whole or in part, a Specified Transaction (or such action is taken by any person or entity appointed or empowered to operate it or act on its behalf);

  • Benchmark Replacement Conforming Changes In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.

  • Accounting Changes Make or permit, or permit any of its Subsidiaries to make or permit, any change in accounting policies or reporting practices, except as required or permitted by generally accepted accounting principles.

  • Certain Accounting Changes Change its Fiscal Year end, or make any change in its accounting treatment and reporting practices except as required by GAAP.

  • Additional Financial Covenants If the Company shall at any time enter into one or more agreements (including any amendment of an existing agreement) pursuant to which Senior Funded Debt in an aggregate principal amount greater than $30,000,000 shall be outstanding and such agreement contains one or more financial covenants which are more restrictive on the Company and its Subsidiaries than the financial covenants contained in this Agreement, then such more restrictive financial covenants and any related definitions (the “Additional Financial Covenants”) shall automatically be deemed to be incorporated into § 5 of this Agreement (including § 5.15(f) and (g)) by reference and § 6.1(e) shall be deemed to be amended to include such Additional Financial Covenants from the time such other agreement becomes binding upon the Company until such time as such other Senior Funded Debt is repaid in full and all commitments related thereto are terminated; provided, that if at the time of any such repayment or the termination of any such commitment a Default or Event of Default shall exist under this Agreement, then such covenants shall continue in full force and effect so long as such Default or Event of Default continues to exist. So long as such Additional Financial Covenants shall be in effect, no modification or waiver of such Additional Financial Covenants shall be effective unless the Holders of at least 51% in aggregate principal amount of the Notes shall have consented thereto pursuant to § 7.1 hereof. Promptly but in no event more than 10 Business Days following the execution of any agreement providing for Additional Financial Covenants, the Company shall furnish each holder of the Notes with a copy of such agreement. Upon written request of the Holders of at least 51% in aggregate principal amount of the Notes, the Company will enter into an amendment to this Agreement pursuant to which this Agreement will be formally amended to incorporate the Additional Financial Covenants on the terms set forth herein.

  • Interim Events Since December 31, 2000, except as Previously Disclosed, neither Seller nor its Subsidiaries have paid or declared any dividend or made any other distribution to shareholders or taken any action which if taken after the date hereof would require the prior written consent of Buyer pursuant to Section 5.6 hereof.

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