Subject Transactions. Notwithstanding anything else in this Warrant Agreement to the contrary, if the Company engages in a Subject Transaction the following provisions shall apply:
Subject Transactions. With respect to any period during which an acquisition, asset sale (including any Line of Business Asset Sale), Restricted Payment, or the incurrence, retirement or repayment of Indebtedness has occurred (each, a “Subject Transaction”), for purposes of determining the Total Net Secured Leverage Ratio, Combined Total Net Secured Debt, and Combined Economic Income shall be calculated with respect to such period on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to a specific transaction, are reasonable identifiable and supportable and are expected to be realized, in each case determined in good faith by or under the direction of the chief financial officer or treasurer of any Borrower (or of any Borrower’s general partner or equivalent), which would include cost savings resulting from head count reduction, closure of facilities and similar restructuring charges, which pro forma adjustments shall be certified by the chief financial officer or treasurer of any Borrower (or of any Borrower’s general partner or equivalent)) using the historical audited financial statements of any business so acquired or to be acquired or sold or to be sold and the consolidated financial statements of Credit Parties and the OZ Subsidiaries which shall be reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Indebtedness bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period).
Subject Transactions. Neither the Seller nor Licensee has undergone a Subject Transaction. The Seller has not received any notice from Licensee of Licensee’s contemplation or intent to undergo a Subject Transaction and the Seller has not sent any notice to Licensee of the Seller’s contemplation or intent to undergo a Subject Transaction. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
Subject Transactions. With respect to any period during which an acquisition or asset sale (including any Line of Business Asset Sale) has been consummated, or a Restricted Payment, or the incurrence, retirement or repayment of Indebtedness has occurred (each, a “Subject Transaction”), for purposes of determining the Total Net Leverage Ratio, Combined Total Debt, Combined Total Net Debt, and Combined Economic Income shall be calculated with respect to such period on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to a specific Subject Transaction, are reasonable, identifiable and supportable and are expected to be realized during such period, in each case determined in good faith by or under the direction of the chief financial officer or treasurer of Borrower (or of Borrower’s general partner or equivalent), which would include cost savings resulting from head count reduction, closure of facilities and similar restructuring charges in which actions have already been taken, or will be taken in the next nine (9) months, which pro forma adjustments shall be certified by the chief financial officer or treasurer of Borrower (or of Borrower’s general partner or equivalent)) using the historical audited financial statements of any business so acquired or to be acquired or sold or to be sold and the consolidated financial statements of Credit Parties and the Subsidiaries which shall be reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Indebtedness bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period). Any such pro forma cost savings adjustments shall not exceed 20% of the Combined Economic Income of the Credit Parties and their Subsidiaries, on a consolidated basis, for such period (calculated after giving effect to such adjustment).
Subject Transactions. With respect to any period during which an acquisition or an Asset Sale has occurred (each, a “Subject Transaction”), for purposes of determining the Economic Income Leverage Ratio, Combined Adjusted EBITDA and Combined Economic Income shall be calculated with respect to such period on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the SEC, which would include cost savings resulting from head count reduction, closure of facilities and similar restructuring charges, which pro forma adjustments shall be certified by the chief financial officer of Borrower) using the historical audited financial statements of any business so acquired or to be acquired or sold or to be sold and the consolidated financial statements of Credit Parties and the OZ Subsidiaries which shall be reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Indebtedness bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period).
Subject Transactions. With respect to any period during which an acquisition or an Asset Sale has occurred (each, a “Subject Transaction”), for purposes of determining the Leverage Ratio, Combined Adjusted EBITDA shall be calculated with respect to such period on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the SEC, which would include cost savings resulting from head count reduction, closure of facilities and similar restructuring charges, which pro forma adjustments shall be certified by the chief financial officer of Borrower) using the historical audited financial statements of any business so acquired or to be acquired or sold or to be sold and the consolidated financial statements of Credit Parties and the OZ Subsidiaries which shall be reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Indebtedness bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Term Loans incurred during such period).
Subject Transactions. Subject Transactions" means the transactions contemplated by this Agreement.
Subject Transactions. The Company shall use reasonable best efforts to deliver to Parent at least ten (10) days prior to the Closing each item set forth on Schedule 5 attached hereto. Notwithstanding anything to the contrary contained in this Agreement, in no event will a breach or alleged breach of this Section 5.16 or any item provided pursuant to this Section 5.16 delay the Closing or give rise to a failure of any condition set forth in Article VI.
Subject Transactions. With respect to any period during which an acquisition, asset sale or the incurrence, retirement or repayment of Indebtedness has occurred (each, a “Subject Transaction”), for purposes of determining the Economic Income Leverage Ratio, Combined Total Debt and Combined Economic Income shall be calculated with respect to such period on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to a specific transaction, are reasonable identifiable and supportable and are expected to be realized, in each case determined in good faith by or under the direction of the chief financial officer of Borrower (or of Borrower’s general partner or equivalent), which would include cost savings resulting from head count reduction, closure of facilities and similar restructuring charges, which pro forma adjustments shall be certified by the chief financial officer of Borrower (or of Borrower’s general partner or equivalent)) using the historical audited financial statements of any business so acquired or to be acquired or sold or to be sold and the consolidated financial statements of Credit Parties and the OZ Subsidiaries which shall be reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Indebtedness bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period).
Subject Transactions. If the General Partner shall have sought the consent of the limited partners to a Subject Transaction pursuant to Section 4.2 hereof, but shall not have obtained it, or if the General Partner shall have elected not to seek such consent, the General Partner may consummate such transaction provided that, prior to the consummation of the Subject Transaction, it shall cause the Partnership to obtain a fairness opinion (as described below) of a Nationally Recognized Firm (a “Fairness Opinion”). The opinion shall be (i) addressed to the Partners, (ii) subject to such exceptions, limitations and conditions as may be customary for transactions and investments such as the Subject Transaction as of its date or otherwise reasonably (in light of the opinion) requested by such investment banking firm (“Customary Conditions”), and (iii) to the effect that, in the opinion of such investment banking firm, the Subject Transaction is fair from a financial point of view to each of the non-consenting Limited Partners. No investment banking firm nominated to render an opinion in connection with any proposed Subject Transaction shall have any liability whatsoever in connection with such proposed Subject Transaction, except to the extent arising as a result of fraud, gross negligence or willful malfeasance on the part of such investment banking or accounting firm, and each Partner receiving or relying upon such Fairness Opinion shall acknowledge as such in writing to such investment banking or accounting firm. The first two hundred thousand dollars ($200,000) of fees, disbursements and expenses of such investment banking firm in rendering the Fairness Opinion shall be paid by Bally Limited, and any additional amounts shall be paid by the Partnership.
