Acquisition Adjustment Period means a period elected by the Borrower, such election to be exercised by the Borrower by delivering notice thereof to the Administrative Agent, beginning with the funding date of the purchase price for any Specified Acquisition and ending on the earlier of (a) the last day of the second fiscal quarter next succeeding the fiscal quarter in which the Specified Acquisition was consummated; or (b) the Borrower’s election to terminate such Acquisition Adjustment Period, such election to be exercised by the Borrower delivering notice thereof to the Administrative Agent.
Acquisition Adjustment Period means the period of two consecutive fiscal quarters commencing on the first day of the fiscal quarter during which the Borrower or any of its Subsidiaries consummates any Acquisition in which the total consideration (including the adjustment of purchase price or similar adjustments) therefor exceeds $20,000,000 (whether such total consideration is paid in cash, by the assumption of Debt of the Person or assets so acquired, or otherwise) and ending on the last day of the second fiscal quarter following such date.
Acquisition Adjustment Period means a period elected by WPZ, such election to be exercised by WPZ by delivering notice thereof to the Administrative Agent, beginning with the funding date of the purchase price for any Specified Acquisition and ending on the earlier of (a) the last day of the second fiscal quarter next succeeding the fiscal quarter in which the Specified Acquisition was consummated; or (b) WPZ’s election to terminate such Acquisition Adjustment Period, such election to be exercised by WPZ delivering notice thereof to the Administrative Agent.
Examples of Acquisition Adjustment Period in a sentence
Borrower shall not permit the Leverage Ratio as of each fiscal quarter end, commencing with the fiscal quarter ending September 30, 2012, to be more than 3.00 to 1.00; provided that, during an Acquisition Adjustment Period, the Leverage Ratio shall not be greater than 3.50 to 1.00.
Permit the Combined Total Leverage Ratio as of the end of any fiscal quarter to be greater than 5.00:1.00, provided, however, notwithstanding the foregoing, during any Acquisition Adjustment Period, the Combined Total Leverage Ratio for such period shall not be greater than 5:50:1.00.
When an Acquisition Adjustment Period is in effect, the next Acquisition Adjustment Period may not commence until the termination of such Acquisition Adjustment Period then in effect.
The Borrower shall not permit the Leverage Ratio as of the end of any fiscal quarter to exceed 5.00:1.00 (the “Required Threshold”); provided, however, that during an Acquisition Adjustment Period, the Required Threshold shall be increased to 5.50:1.00.
For purposes of this Section 6.07: (A) Hybrid Securities up to an aggregate amount of 15% of Consolidated Total Capitalization shall be excluded from Consolidated Indebtedness, and (B) once any Acquisition Adjustment Period is in effect, the next succeeding Acquisition Adjustment Period may not commence until the termination of such Acquisition Adjustment Period then in effect.
More Definitions of Acquisition Adjustment Period
Acquisition Adjustment Period means, from and after April 1, 2021, to the extent so elected by the Borrowers, the period commencing with the fiscal quarter in which a Material Acquisition has occurred, together with the first two full fiscal quarters following the consummation of such Material Acquisition, provided, with respect to any Material Acquisition, an Acquisition Adjustment Period will only be considered to have occurred if, at the time the applicable Material Acquisition is consummated, the Borrowers have provided written notice to the Administrative Agent that the Borrowers are electing to be in an Acquisition Adjustment Period with respect to such Material Acquisition for purposes of calculating compliance with the covenant set forth in Section 7.18(iv) hereof.
Acquisition Adjustment Period means a period elected by the Borrower, such election to be exercised by the Borrower by giving notice to the Administrative Agent, beginning with the funding date of the purchase price for any Specified Acquisition and continuing through the earlier of (a) the last day of the second fiscal quarter next succeeding the fiscal quarter in which such funding date occurred, or (b) the Borrower’s election to terminate such Acquisition Adjustment Period, such election to be exercised by the Borrower giving notice to the Administrative Agent. When an Acquisition Adjustment Period is in effect, the next Acquisition Adjustment Period may not commence until the termination of such Acquisition Adjustment Period then in effect.
Acquisition Adjustment Period means, if the Borrower makes a Permitted Acquisition after the fiscal quarter ending September 30, 2006 for a purchase price in excess of $50,000,000, the period from the date such Permitted Acquisition is closed until the earliest of (i) the closing of a secondary equity offering by the MLP, (ii) the last day of the third fiscal quarter following the closing date of such Permitted Acquisition and (iii) 270 days from the date such Permitted Acquisition is closed; provided that another Acquisition Adjustment Period shall not commence until the current Acquisition Adjustment Period shall have terminated and there shall have been at least one fiscal quarter when there was no Acquisition Adjustment Period in effect and during such fiscal quarter when no Acquisition Adjustment Period was in effect the Borrower was in compliance with the Section 7.15).
Acquisition Adjustment Period means a period elected by Parent Guarantor, such election to be exercised by Parent Guarantor by giving notice to the Administrative Agent, beginning with the funding date of the purchase price for any Specified Acquisition and continuing through the earlier of (a) the last day of the second fiscal quarter next succeeding the fiscal quarter in which such funding date occurred, or (b) Parent Guarantor’s election to terminate such Acquisition Adjustment Period, such election to be exercised by Parent Guarantor giving notice to the Administrative Agent. When an Acquisition Adjustment Period is in effect, the next Acquisition Adjustment Period may not commence until the termination of such Acquisition Adjustment Period then in effect. “Adjusted Consolidated EBITDA” means, for Parent Guarantor and its Subsidiaries for any period, the sum of (a) Consolidated EBITDA for such period plus (b) any Material Project EBITDA Adjustments for such period. “Administrative Agent” means Mizuho in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent. “Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders. “Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent. “Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto. “Aggregate Commitments” means the Commitments of all the Lenders. 16188091_7
Acquisition Adjustment Period means a period elected by the Company by giving notice to the Administrative Agent, beginning with the purchase price funding date for any Material Acquisition (or in the case of a series of Acquisitions described in subpart (c) of the definition of Material Acquisition, the purchase price funding date of the first Acquisition that caused the series of Acquisitions to qualify as a Material Acquisition) and continuing through the earlier of (a) the last day of the period of four consecutive fiscal quarters beginning with the fiscal quarter in which the Material Acquisition occurred, or (b) the Company’s election to terminate the Acquisition Adjustment Period by giving notice to the Administrative Agent. Following termination of an Acquisition Adjustment Period, the next Acquisition Adjustment Period may not commence until the first day of the third fiscal quarter following the fiscal quarter in which the prior Acquisition Adjustment Period terminated.
Acquisition Adjustment Period has the meaning set forth in Section 7.18(iv) hereof.
Acquisition Adjustment Period means the period beginning on the date of the consummation by the Company and/or any of its Subsidiaries of an Acquisition with an aggregate purchase price greater than $40,000,000 and ending on the last day of the seventh consecutive fiscal quarter most recently ending after the date of the consummation of such Acquisition.“Pro Forma Debt to EBITDDA Ratio” shall mean, as of the end of any fiscal quarter during any Acquisition Adjustment Period, the ratio of (x) Consolidated Funded Indebtedness as of the last day of such fiscal quarter, to (y) Consolidated EBITDDA for the four consecutive fiscal quarters ended on the last date of such fiscal quarter, in each case adjusted on a proforma basis in a manner satisfactory to Prudential and the Required Holder(s) to give effect to the Acquisition that caused such Acquisition Adjustment Period to begin as though such Acquisition had been consummated as of the first day of such period of four consecutive fiscal quarters.