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 (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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Examples of Acquisition Basket in a sentence

  • 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).

  • 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).


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 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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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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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.

  • Basket has the meaning set forth in Section 8.04(a).

  • Failed Remarketing Condition—Purchased VRDP Shares Redemption means redemption by the Fund, 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 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 period of six months during which such VRDP Shares 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 Fund on a first-in, first-out basis, in accordance with and subject to the provisions of the VRDP Fee Agreement and this Statement.

  • Available Basket Amount means, at any date of determination, an amount (which shall not be less than $0) determined on a cumulative basis equal to the difference between: (a) the sum (without duplication) of: (i) $35,000,000, plus (ii) Cumulative Consolidated Net Income (which shall not be less than zero), plus (iii) the aggregate amount of dividends and distributions received by Borrower or its Restricted Subsidiaries in the form of Cash or Cash Equivalents on or prior to such date from Investments acquired or made utilizing the Available Basket Amount, plus (iv) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary after the Second Amendment Effective Date, the fair market value of the Investment in such Unrestricted Subsidiary at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary (which shall not exceed the original amount of such Investment), plus (v) the Net Cash Proceeds received from any issuance or sale of its Equity Interests occurring after the Closing Date (other than issuances of Disqualified Stock and issuances or sales pursuant to an employee stock ownership plan or other employee benefit plan and excluding Net Cash Proceeds of any issuance or sale of Equity Interests for a specifically identified purpose that were expended for such specifically identified purpose without a corresponding reduction of the Available Basket Amount), plus (vi) the after-tax amount (after taking into account any available tax credit or deductions and any tax sharing arrangements) of all Distributions received in Cash by the Loan Parties after the Closing Date that are attributable to their Equity Interests in any Joint Venture or any Subsidiary that is not a Subsidiary Guarantor, plus (vii) all Net Cash Sales Proceeds received from Dispositions permitted by this Agreement, minus (b) the aggregate amount of all Investments, Capital Expenditures, Distributions and payments in respect of Subordinated Obligations, in each case to the extent made after the Closing Date with amounts available under the Available Basket Amount.

  • Aggregate Quantity of IDR Reset Common Units has the meaning given such term in Section 5.11(a).

  • 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.

  • Redemption Call Purchase Price has the meaning ascribed thereto 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.

  • 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 Tender in accordance with this Agreement, 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 pursuant to a Remarketing, (ii) purchased by the Liquidity Provider pursuant to the Purchase Obligation, or (iii) if not successfully remarketed pursuant to a Remarketing 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 filling with liquid and generating hydrogen gas that is released to the atmosphere.

  • 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.

  • Final Preference Share Redemption Date means the date that falls twenty Business Days following the Valuation Date on which the Calculation Agent has determined the Final Preference Share Redemption Amount or, if earlier, the first Auto-Call Valuation Date on which an Auto-Call Trigger Event has occurred.

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

  • Exchange Value is the adjusted appraised value of the Property which takes into consideration various factors to balance the business value of the Property within its present ownership structure.

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

  • Final Preference Share Redemption Amount means, subject to the provisions of the Articles and the Conditions, in respect of each Preference Share, an amount expressed in the Settlement Currency determined by the Calculation Agent equal to the Notional Amount multiplied by:

  • 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 means of a merger, amalgamation or consolidation, by the Company or one or more of its Restricted Subsidiaries, the consummation of which is not conditioned upon the availability of, or on obtaining, third party financing.

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

  • Pro Rata Acquisition means an acquisition by a Person of Voting Shares pursuant to: