Specified Transactions. Notwithstanding anything to the contrary herein, solely for purposes of determining the Leverage Ratio, Secured Leverage Ratio and Holdings Leverage Ratio, with respect to any period during which any Specified Transaction occurs, such ratios shall be calculated with respect to such period and such Specified Transaction (and all other Specified Transactions that have been consummated during such period) on a Pro Forma Basis.
Specified Transactions. Specified Transaction" has the meaning specified in Section 14.
Specified Transactions. From and including April 29, 2012 through the Closing Date, neither the Borrower nor any of its Subsidiaries (prior to giving effect to the Acquisition) shall have consummated any merger (other than any merger of a Domestic Subsidiary into another Domestic Subsidiary or a Subsidiary into the Borrower), acquisition or disposition (other than any disposition effected to satisfy one or more of the conditions precedent set forth in the Acquisition Agreement) or paid any dividend (other than any dividends made from a Subsidiary to another Subsidiary or made by a Subsidiary to Borrower) or effected any share buybacks (or entered into an agreement to consummate any of the foregoing) (each a “Specified Transaction”) other than the Acquisition, except any such Specified Transactions (x) in the ordinary course of business, (y) that are not in the ordinary course of business and involve, in the aggregate across all such Specified Transactions, no more than $100,000,000 of consideration or payments, as applicable, or (z) consented to by each of the Lead Arrangers (such consent not to be unreasonably withheld or delayed).
Specified Transactions. Those transactions necessary to substantially effectuate the pro forma organizational chart attached hereto as Exhibit A, which such structure may be modified after the date hereof so long as such modifications are approved by the Administrative Agent and are not materially adverse to the interests of the Administrative Agent and the Lenders.
Specified Transactions. For purposes of calculating the Consolidated Fixed Charge Coverage Ratio, Specified Transactions (and the incurrence or repayment of any Debt in connection therewith) that have been made (a) during the applicable Measurement Period and (b) subsequent to such Measurement Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Measurement Period. If since the beginning of any applicable Measurement Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Company or any of its Subsidiaries since the beginning of such Measurement Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.5, then the Consolidated Fixed Charge Coverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 1.5.
Specified Transactions. Each of the Specified Transactions which is required by the terms of the Definitive Recapitalization Documentation to be consummated on or prior to the Closing Date shall have been, or substantially concurrently with the Initial Credit Extension on the Closing Date will be, consummated.
Specified Transactions. Enter into any Specified Transaction with respect to which the Total Non-Stock Consideration paid or payable by Borrower and/or any Subsidiary exceeds Two Hundred Million Dollars ($200,000,000.00) in the aggregate per fiscal year; provided, however, that Borrower and any Third Party Obligor may enter into a Specified Transaction regardless of the value of Total Non-Stock Consideration so long as such Specified Transaction involves no unaffiliated third parties and involves only (i) the Borrower and one or more Subsidiaries or (ii) two or more Subsidiaries. “Specified Transaction” means any of the following, provided that the applicable transaction has been approved by the Board of Directors of the entity (i) whose assets or equity interests are being acquired, or (ii) which is merging with Borrower or a Third Party Obligor:
Specified Transactions. (a) Subject to the terms of this Section 2.7, the Park Parties shall have the option, upon reasonable notice to the Company, to require that the Company shall (and shall cause the Company Subsidiaries and their respective officers, employees, members, partners, managers and trustees to) use reasonable best efforts to take the following actions as the Park Parties shall reasonably request:
(i) convert or cause the conversion of one or more Company Subsidiaries that are organized in a particular state to be domiciled in a different state, or convert or cause the conversion of one or more Company Subsidiaries that are organized as corporations into limited liability companies (or other entities) and one or more Company Subsidiaries that are organized as limited partnerships or limited liability companies into other entities or merge or cause the merger of one or more Company Subsidiaries with or into one or more other Company Subsidiaries;
(ii) sell or cause to be sold one or more Company Properties (or one or more Company Subsidiaries that own Company Properties) identified by the Park Parties to one or more Park Parties in one or more sales structured as the acquisition of replacement property as part of a tax-deferred exchange pursuant to Section 1031 of the Code (and cause the net cash proceeds of any such sale to be transferred to the Exchange Agent to fund a portion of the Cash Consideration); provided, that such tax deferred exchange shall be facilitated through a Qualified Intermediary (as such term is defined in the Code) reasonably acceptable to the Company;
(iii) form a wholly-owned Subsidiary of the Company solely to serve as an additional limited partner of the Company OP;
(iv) cause appropriate tax elections (including but not limited to, for example, IRS Form 8832, Entity Classification Election and IRS Form 8875, Taxable REIT Subsidiary Election) to be made by the Company or one or more Company Subsidiaries;
(v) cause a distribution or contribution of assets, or issuance of equity interests, by one or more Company Subsidiaries to the Company or one or more Company Subsidiaries;
(vi) cause the winding-up, liquidation, dissolution or termination of one or more Company Subsidiaries; and
(vii) cause the liquidation of RP Holdings Trust, a Maryland statutory trust, and CHSP DC Holding Trust, a Maryland real estate investment trust (the “Company Subsidiary REITs”) in such a manner as to permit each of them to continue to qualify as a REIT for their ...
Specified Transactions. Notwithstanding anything to the contrary herein, for purposes of determining compliance with any test or financial covenant contained in this Agreement (including for purposes of determining the Applicable Rate) with respect to any period during which any Specified Transaction occurs, the Consolidated Adjusted Leverage Ratio and the Consolidated Adjusted Interest Coverage Ratio shall be calculated with respect to such period and such Specified Transaction (and all other Specified Transactions that have been consummated during such period) on a Pro Forma Basis.
Specified Transactions. The Company shall not enter into any banking or nonbanking transaction with Green Dot Corporation or any of its subsidiaries (including Next Estate Communications Inc. and Bonneville Bancorp) without the prior written consent of Sequoia.
