Acquisition Basket definition

Acquisition Basket means, at any time of determination, the sum of (i) $25,000,000; plus (ii) an aggregate amount of $75,000,000 if, as of the date of determination and immediately after giving effect to the proposed Permitted Acquisition on a Pro Forma Basis, the Leverage Ratio is less than 2.00:1.00; plus (iii) an aggregate amount of $50,000,000 if, as of the date of determination and immediately after giving effect to the proposed Permitted Acquisition, the Loan Parties have unrestricted Cash (which shall include Cash subject to a Lien securing the Obligations) of not less than $100,000,000; provided, that the requirement to have unrestricted Cash of not less than $100,000,000 shall cease to apply if the Term Loan has been repaid in full at the time of determination.
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Acquisition Basket means the sum of (i) $15,000,000 (the "Acquisition Base Amount"), (ii) if positive, Excess Cash Flow and (iii) the Equity Proceeds Amount as of the date of determination PROVIDED that reductions for Capital Expenditures and Investments shall be without duplication and the Acquisition Basket shall not be reduced by any Investments (x) to the extent paid for with the issuance of capital stock of the Guarantor or (y) made in connection with the Tape Acquisition and PROVIDED FURTHER that if the Tape Acquisition is not consummated the Acquisition Base Amount shall be $20,000,000, or with the approval of the Majority Lenders, $25,000,000. "ADJUSTED EBITDA" means, as of the last day of the most recently ended fiscal quarter for which the Agent has received Financial Statements for the Guarantor and its Restricted Subsidiaries ("Qualifying Fiscal Quarter"), (a) with respect to the Qualifying Fiscal Quarter ended September 30, 1996, $20,000,000, (b) with respect to the Qualifying Fiscal Quarter ended December 31, 1996, $15,200,000 plus EBITDA for the fiscal quarter ended December 31, 1996, (c) with respect to the Qualifying Fiscal Quarter ended March 31, 1997, $10,500,000 plus EBITDA for the two fiscal quarters ended March 31, 1997, (d) with respect to the Qualifying Fiscal Quarter ended June 30, 1997, $6,000,000 plus EBITDA for the three fiscal quarters ended June 30, 1997 and (e) with respect to each Qualifying Fiscal Quarter thereafter, EBITDA for the four fiscal quarters ended on the last day of such Qualifying Fiscal Quarter.
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Acquisition Basket in Section 1.1 of the Credit Agreement is amended and restated as follows:
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Examples of Acquisition Basket in a sentence

  • Acquisition Basket shall mean, as of any date, the lesser of (i) the sum of (a) the cumulative EBITDA of the Consolidated Entity for the period from December 29, 1996 through the last day of the most recent fiscal month of the Borrower ending prior to such date for which monthly financial statements have been delivered to the Agent pursuant to Section 7.1(d) (less the cumulative Fixed Charges of the Consolidated Entity for such period) and (b) all Transferred Sale Proceeds and (ii) $10,000,000.

  • As used herein, "Acquisition Basket Amount" shall mean $500,000,000; provided that such amount shall be reduced to zero if at any time the Campofrio Acquisition is consummated in reliance on Section 6.04(d).

  • As used herein, "Acquisition Basket Amount" shall mean $500,000,000.

  • By way of example, if the definition of Permitted Acquisition in the Note Purchase Agreement were amended to reduce the percentage to 6% from 10% (a 40% reduction), then the dollar amount in the definition of the Permitted Acquisition Basket herein would be reduced to $9,000,000 from $15,000,000 (a 40% reduction).

  • By way of example, if the definition of the "Permitted Acquisition Basket" in the Bank Credit Agreement were amended to reduce the sum certain dollar amount from $15,000,000 to $9,000,000 (a 40% reduction), then the percentage in the definition of Permitted Acquisition herein would be reduced to 6% from 10% (a 40% reduction).

  • Restriction on Loans and ------------------------------------------------------------ Investments; Creation of New Channel Acquisition Basket.


More Definitions of Acquisition Basket

Acquisition Basket means the sum of (i) $15,000,000 (the "Acquisition Base Amount"), (ii) if positive, Excess Cash Flow and (iii) the Equity Proceeds Amount as of the date of determination; PROVIDED that reductions for Capital Expenditures and Investments shall be without duplication and the Acquisition Basket shall not be reduced by any Investments (x) to the extent paid for with the issuance of capital stock of the Guarantor or (y) made in connection with the SDW Acquisition."
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Acquisition Basket means (x) during any calendar year, the sum of $100,000,000 plus Equity Proceeds received during such year that have not been used to make Restricted Payments permitted hereunder and (y) during the period from the date hereof through the Maturity Date, an aggregate amount equal to the sum of $200,000,000 plus Equity Proceeds received after the date hereof that have not been used to make Restricted Payments permitted hereunder.
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Acquisition Basket means, as of any date of determination with respect to Permitted Acquisitions permitted to be consummated during Restricted Periods only, an amount equal to $50,000,000 minus the sum of
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Related to Acquisition Basket

  • Creation Basket means the minimum number of Limited Units of a Fund that may be created at any one time, which shall be 200,000 or such greater or lesser number as the Managing Owner may determine from time to time for each Fund.

  • Redemption Basket means 100,000 Units or such other number of Units as may be determined by the General Partner from time to time, redeemed by a Participant.

  • Casket means a rigid container which is designed for the encasement of human remains and which is usually constructed of wood, metal, fiberglass, plastic, or like material and ornamented and lined with fabric.

  • Failed Remarketing Condition—Purchased VRDP Shares Redemption means redemption by the Corporation, at a redemption price equal to $100,000 per share plus accumulated but unpaid dividends thereon (whether or not earned or declared) to, but excluding, the date fixed by the Board of Directors for redemption, of shares of a Series of VRDP Shares that the Liquidity Provider shall have acquired pursuant to the Purchase Obligation and continued to be the beneficial owner of for federal income tax purposes for a continuous period of six (6) months during which such VRDP Shares are tendered for Remarketing on each Business Day in accordance with the Related Documents but cannot be successfully remarketed (i.e., a Failed Remarketing Condition-Purchased VRDP Shares shall have occurred and be continuing for such period of time with respect to such VRDP Shares), determined by the Corporation on a first-in, first-out basis, in accordance with and subject to the provisions of the Fee Agreement and these Articles Supplementary.

  • Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

  • Per Unit Purchase Price equals $0.8670, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur between the date of this Agreement and the applicable Closing Date.

  • Redemption Call Purchase Price has the meaning set out in Section 5.2(a).

  • Cash-Out Refinancing A Refinanced Mortgage Loan the proceeds of which were in excess of the principal balance of any existing first mortgage on the related Mortgaged Property and related closing costs, and were used to pay any such existing first mortgage, related closing costs and subordinate mortgages on the related Mortgaged Property.

  • Closing Date Refinancing means the repayment, repurchase, redemption, defeasance or other discharge of the Existing Debt Facility and termination and/or release of any security interests and guarantees in connection therewith.

  • Permitted Convertible Indebtedness Call Transaction means any Permitted Bond Hedge Transaction and any Permitted Warrant Transaction.

  • Permitted Acquisition Consideration means in connection with any Permitted Acquisition, the aggregate amount (as valued at the Fair Market Value of such Permitted Acquisition at the time such Permitted Acquisition is made) of, without duplication: (a) the purchase consideration paid or payable in cash for such Permitted Acquisition, whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and including any and all payments representing the purchase price and any assumptions of Indebtedness and/or Guarantee Obligations, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any Person or business and (b) the aggregate amount of Indebtedness incurred or assumed in connection with such Permitted Acquisition; provided, in each case, that any such future payment that is subject to a contingency shall be considered Permitted Acquisition Consideration only to the extent of the reserve, if any, required under GAAP (as determined at the time of the consummation of such Permitted Acquisition) to be established in respect thereof for the Borrower or its Restricted Subsidiaries.

  • Failed Remarketing Condition—Purchased VRDP Shares means that the Liquidity Provider acquires and continues to be the beneficial owner for federal income tax purposes of any shares of a Series of VRDP Shares in connection with purchases made pursuant to the Purchase Obligation (whether as a result of an unsuccessful Remarketing or a Mandatory Purchase) on any Purchase Date, including shares of a Series of VRDP Shares that the Liquidity Provider continues to be the beneficial owner of for federal income tax purposes after the expiration or termination of the VRDP Shares Purchase Agreement.

  • Failed Remarketing Condition—Unpurchased VRDP Shares means that a Beneficial Owner (other than the Liquidity Provider or its affiliates) continues to hold VRDP Shares, that were subject to a valid Tender, after any Purchase Date as a result of the failure by the Liquidity Provider for any reason to purchase such VRDP Shares pursuant to the Purchase Obligation (whether as a result of an unsuccessful Remarketing or a Mandatory Purchase) ("Unpurchased VRDP Shares"), until such time as all Outstanding Unpurchased VRDP Shares are (i) successfully Remarketed, (ii) purchased by the Liquidity Provider pursuant to the Purchase Obligation, or (iii) if not successfully Remarketed or purchased by the Liquidity Provider pursuant to the Purchase Obligation, the subject of a validly tendered Notice of Revocation (or any combination of the foregoing); and any Unpurchased VRDP Shares shall be deemed tendered for Remarketing until the earliest to occur of the foregoing events (i), (ii) or (iii) with respect to such Unpurchased VRDP Shares.

  • Redemption Order Date shall have the meaning assigned thereto in Section 7.1(b).

  • Open type traction battery means a type of battery requiring liquid and generating hydrogen gas released to the atmosphere.

  • Closing Warrants shall have the meaning ascribed to such term in Section 2.1(a)(ii).

  • Mandatory Purchase means the mandatory purchase of Outstanding VRDP Shares by the Liquidity Provider pursuant to this Agreement in connection with a Mandatory Purchase Event.

  • Working Capital Warrants shall have the meaning given in the Recitals hereto.

  • Incremental Facility Closing Date has the meaning set forth in Section 2.14(d).

  • Write-Down and Conversion Powers means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

  • Annual Subscription means the subscription paid by a member in accordance with the Registered Clubs Act and being paid either annually or otherwise.

  • Market/Offer Price means the highest of (i) the price per share of Common Stock at which a tender or exchange offer therefor has been made, (ii) the price per share of Common Stock to be paid by any third party pursuant to an agreement with Issuer, (iii) the highest closing price for shares of Common Stock within the six-month period immediately preceding the date the Holder gives notice of the required repurchase of this Option or the Owner gives notice of the required repurchase of Option Shares, as the case may be, or (iv) in the event of a sale of all or any substantial part of Issuer's assets or deposits, the sum of the net price paid in such sale for such assets or deposits and the current market value of the remaining net assets of Issuer as determined by a nationally recognized investment banking firm selected by the Holder or the Owner, as the case may be, and reasonably acceptable to Issuer, divided by the number of shares of Common Stock of Issuer outstanding at the time of such sale. In determining the market/offer price, the value of consideration other than cash shall be determined by a nationally recognized investment banking firm selected by the Holder or Owner, as the case may be, and reasonably acceptable to Issuer.

  • Limited Condition Acquisition means any acquisition, including by way of merger, by the Borrower or one or more of its Restricted Subsidiaries permitted pursuant to this Agreement whose consummation is not conditioned upon the availability of, or on obtaining, third party financing.

  • Random selection basis means a mechanism for selection of employees that:

  • Early Redemption Factor (k) means the "Early Redemption Factor (k)" as specified in § 1 of the Product and Underlying Data.

  • Fundamental Change Purchase Price has the meaning specified in Section 3.01(a).