Acquisition Holiday definition

Acquisition Holiday has the meaning assigned to such term in Section 6.11.
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Acquisition Holiday as defined in Section 7.1(b).
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Acquisition Holiday shall have the meaning provided in Section 6.08.
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Examples of Acquisition Holiday in a sentence

  • Subject to the proviso set forth in Section 10.3, the Company will not permit the Consolidated Net Leverage Ratio at any time during any period of four consecutive fiscal quarters of the Company to be greater than (a) 3.50 to 1.00 or (b) during an Acquisition Holiday Period, 4.00 to 1.00.

  • Upon delivery by the Company of a Notice of Acquisition Holiday Period, the Company agrees that, in addition to interest accruing on the Notes, the Company will pay to each holder of a Note a fee at a rate per annum equal to 0.50% (each such fee, an “Excess Leverage Fee”) on the outstanding principal amount of each Note held by such holder during the Acquisition Holiday Period related to such Notice of Acquisition Holiday Period.

  • The Borrower may not make such election unless at least one full Fiscal Quarter has ended following the end of the most recently completed Acquisition Holiday Period (if any) and the Borrower may not make more than two such elections during the term of this Agreement.

  • The foregoing notwithstanding, any temporary increase set forth above shall not be available for the two (2) consecutive fiscal quarters immediately after the end of the Acquisition Holiday.

  • The Parent Borrower may not make such election unless at least one full Fiscal Quarter has ended following the end of the most recently completed Acquisition Holiday Period (if any) and the Parent Borrower may not make more than two such elections during the term of this Agreement.

  • The Lead Borrower may not make such election unless at least one full Fiscal Quarter has ended following the end of the most recently completed Acquisition Holiday Period (if any) and the Lead Borrower may not make more than two such elections during the term of the Facilities.

  • Permit the Consolidated Leverage Ratio to exceed (i) 4.00 to 1.00 during an Acquisition Holiday and (ii) otherwise, 3.50 to 1.00, in each case, as of the last day of any fiscal quarter of the Borrower, for the Test Period ending on such date.

  • The Borrower may exercise up to two (2) Acquisition Holidays from and after the Closing Date in connection with separate Qualified Acquisitions; provided, that the Borrower shall not exercise its second Acquisition Holiday unless the Consolidated Leverage Ratio has been less than or equal to 3.25:1.00 for at least one fiscal quarter following the expiration date of the first Acquisition Holiday.

  • The Loan Parties shall not permit the Net Total Leverage Ratio to exceed 4.00 to 1.00 (or, if an Acquisition Holiday is in effect, 4.50 to 1.00) as of the last day of each fiscal quarter for the Test Period then ended.

  • Permit the Consolidated Leverage Ratio at any time during any period of four fiscal quarters of Xxxxxxx-Xxxxxx International to be greater than (x) 4.00 to 1.00 during any Acquisition Holiday or (y) 3.50 to 1.00 otherwise.


More Definitions of Acquisition Holiday

Acquisition Holiday is defined in Section 9(f) of the Guaranty.
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Acquisition Holiday is defined in Section 6.20(b).
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Acquisition Holiday means four consecutive fiscal quarters commencing with the fiscal quarter in which a Permitted Acquisition occurs; provided that: (i) the total consideration for such Permitted Acquisition (including, without limitation, all cash payments, assumed Indebtedness, issued Equity Interests and Earn-Outs in connection with such Permitted Acquisition) is greater than $50,000,000; and (ii) the Borrower notifies the Administrative Agent in writing that it wishes to increase the maximum Leverage Ratio permitted under Section 6.12(b) from 3.00 to 1.00 to 3.50 to 1.00, with such written notice being delivered at least 10 Business Days prior to the date on which such Permitted Acquisition is consummated; provided further, that (a) no more than two (2) Acquisition Holidays shall occur during the term of this Agreement; (b) at least two complete and consecutive fiscal quarters must elapse between the end of the first Acquisition Holiday and the beginning of the second Acquisition Holiday; and (c) no Default or Event of Default shall exist and be continuing or shall result from (after giving pro forma effect to) the applicable Permitted Acquisition and related increase to the maximum Leverage Ratio permitted under Section 6.12(b) (with the understanding that the Borrower, upon the Administrative Agent’s reasonable request, shall deliver written calculations and certifications to evidence compliance with the foregoing).
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Acquisition Holiday means four consecutive fiscal quarters of the Borrower commencing with the fiscal quarter in which one or more Permitted Acquisitions occurs; provided, that: (a) the total consideration for such Permitted Acquisitions (including, without limitation, all cash payments, assumed Indebtedness, issued Equity Interests and earn-outs in connection with such Permitted Acquisitions) is greater than $75,000,000, (b) the Borrower notifies the Administrative Agent in writing that it wishes to increase the maximum Consolidated Leverage Ratio permitted under Section 7.11(a) from 3.50 to 1.00 to 4.00 to 1.00, with such notice to be delivered on or before the date on which the Compliance Certificate with respect to the fiscal quarter in which such Permitted Acquisitions occur is due to be delivered to the Administrative Agent, (c) no more than two (2) Acquisition Holidays shall occur during the term of this Agreement, (d) at least two (2) complete and consecutive fiscal quarters shall have elapsed between the end of the first Acquisition Holiday and the beginning of the second Acquisition Holiday and (e) no Default or Event of Default shall exist and be continuing or result from
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Acquisition Holiday means, subject to the remainder hereof, a four consecutive fiscal quarter period commencing with the fiscal quarter in which an Acquisition occurs; provided that: (i) the total consideration for such Acquisition (including, without limitation, all cash payments, assumed Indebtedness, issued Equity Interests and earn-outs in connection with such Acquisition) is greater than $250,000,000; and (ii) Xxxxxxx-Xxxxxx International notifies the Administrative Agent in writing that it wishes to increase the maximum Consolidated Leverage Ratio permitted under Section 7.11(b) from 3.50 to 1.00 to 4.00 to 1.00, with such written notice being delivered at least 10 Business Days prior to the date on which such Acquisition is consummated; provided further, that (a) no more than two (2) Acquisition Holidays shall occur during the term of this Agreement; (b) at least two complete and consecutive fiscal quarters must elapse between the end of the first Acquisition Holiday and the beginning of the second Acquisition Holiday; and (c) no Event of Default shall exist and be continuing or shall result from (after giving pro forma effect to) the applicable Acquisition and related increase to the maximum Consolidated Leverage Ratio permitted under Section 7.11(b) (with the understanding that Xxxxxxx-Xxxxxx International, upon the Administrative Agent’s reasonable request, shall deliver on or prior to the date of such Acquisition written calculations and certifications to evidence compliance with the foregoing clause (c)).
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Acquisition Holiday means four consecutive fiscal quarters of the Borrower commencing with the fiscal quarter in which one or more Permitted Acquisitions occurs; provided, that: (a) the total consideration for such Permitted Acquisitions (including, without limitation, all cash payments, assumed Indebtedness, issued Equity Interests and earn-outs in connection with such Permitted Acquisitions) is greater than $75,000,000, (b) the Borrower notifies the Administrative Agent in writing that it wishes to increase the maximum Consolidated Leverage Ratio permitted under Section 7.11(a) from 3.50 to 1.00 to 4.00 to 1.00, with such notice to be delivered on or before the date on which the Compliance Certificate with respect to the fiscal quarter in which such Permitted Acquisitions occur is due to be delivered to the Administrative Agent, (c) no more than two (2) Acquisition Holidays shall occur during the term of this Agreement, (d) at least two (2) complete and consecutive fiscal quarters shall have elapsed between the end of the first Acquisition Holiday and the beginning of the second Acquisition Holiday and (e) no Default or Event of Default shall exist and be continuing or result from (after giving Pro Forma Effect to) the applicable Permitted Acquisitions and related increase to the maximum Consolidated Leverage Ratio permitted under Section 7.11(a) (with the understanding that the Borrower, upon the Administrative Agent’s reasonable request, shall deliver written calculations and certifications to evidence compliance with the foregoing). The Acquisition Holiday shall only apply with respect to the calculation of the Consolidated Leverage Ratio for purposes of (i) determining compliance with Section 7.11(a) as of the end of any Test Period ending as of the end of any fiscal quarter of the Borrower and (ii) for purposes of determinations of the Consolidated Leverage Ratio required in connection with (A) calculating the Incremental Amount in connection with any increase in the Revolving Facility pursuant to Section 2.16(a) or incurrence of any Incremental Term Facility pursuant to Section 2.16(b), in each case, used to finance a Permitted Acquisition or series of related Permitted Acquisitions for which the Borrower elects to use an Acquisition Holiday.
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Related to Acquisition Holiday

  • Statutory Holiday means New Year’s Day, Family Day, Good Friday, Victoria Day, Canada Day, Civic Holiday, Labour Day, Thanksgiving Day, Christmas Day, and Boxing Day; and

  • public holiday means any day other than Saturday or Sunday on which the banks in the City of London are not open for business;

  • Bank Holiday means any day that is specified or proclaimed as a bank holiday, pursuant to section 1 of the Banking and Financial Dealings Act 1971;

  • General Holiday means every Sunday and any other day which is a

  • Sunday means all the time between midnight Saturday and midnight Sunday.

  • Legal Holiday means a Saturday, a Sunday or a day on which banking institutions in the City of New York or at a place of payment are authorized by law, regulation or executive order to remain closed. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue on such payment for the intervening period.

  • Holiday means the twenty-four (24) hour period commencing at 0001 hours of a day designated as a paid holiday in this Agreement.

  • Clearance System Business Day means, with respect to the Clearance System, any day (other than a Saturday or Sunday) on which the Clearance System is open for the acceptance and execution of settlement instructions.

  • TARGET2 Business Day means, a day in which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET2) System or any successor is open.

  • Banking Business Day means any day other than a Saturday or Sunday that is not a day on which banking institutions in The City of New York are authorized or required by law, regulation or executive order to close.

  • Bank Business Day means a day on which the Bank conducts business activities as per its effective opening hours, so when the Bank is open for the purpose of executing payment transactions.

  • Weekday means Monday – Friday.

  • non-business day means Saturday, Sunday and any other day that is a holiday as defined in the Interpretation Act (Canada);

  • USGS Business Day means any day except for a Saturday, Sunday or a day on which the Securities Industry and Financial Markets Association or any successor thereto (“SIFMA”) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.

  • CSD Business Day means a day on which the Book-Entry Securities System is open in accordance with the regulations of the CSD.

  • Unscheduled Holiday means a day that is not a Settlement Business Day and the market was not aware of such fact (by means of a public announcement or by reference to other publicly available information) until a time later than 9:00 a.m. local time in the principal financial centre of the Specified Currency two Settlement Business Days prior to the relevant Rate Fixing Date. As soon as the Calculation Agent is aware of such an Unscheduled Holiday, they shall inform the Issuer promptly.

  • Fund Business Day means any day on which the NAV of Shares of each Fund is determined as stated in the then current Prospectus.

  • Public Holidays means public holidays under NI Act., at the place where the Equipment is located, when banks are closed for business.

  • Legal Holidays has the meaning specified in Section 1.14.

  • Day means calendar day.

  • Singapore Business Day means a day (except Saturdays, Sundays and public holidays) on which commercial banks are open for business in Singapore.

  • Material Acquisition means any (a) acquisition of property or series of related acquisitions of property that constitutes assets comprising all or substantially all of an operating unit, division or line of business or (b) acquisition of or other investment in the Capital Stock of any Subsidiary or any person which becomes a Subsidiary or is merged or consolidated with the Borrower or any of its Subsidiaries, in each case, which involves the payment of consideration by the Borrower and its Subsidiaries in excess of $100,000,000 (or the equivalent in other currencies).

  • Family day home means a child day program offered in the residence of the provider or the home of any of the children in care for one through 12 children under the age of 13, exclusive of the provider's own children and any children who reside in the home, when at least one child receives care for compensation. The provider of a licensed or registered family day home shall disclose to the parents or guardians of children in their care the percentage of time per week that persons other than the provider will care for the children. Family day homes serving five through 12 children, exclusive of the provider's own children and any children who reside in the home, shall be licensed. However, no family day home shall care for more than four children under the age of two, including the provider's own children and any children who reside in the home, unless the family day home is licensed or voluntarily registered. However, a family day home where the children in care are all related to the provider by blood or marriage shall not be required to be licensed.

  • Canadian Business Day means a day of the year on which banks are not required or authorized by law to close in Toronto, Ontario or in Mxxxxxxx, Xxxxxx, Xxxxxx or New York, New York.

  • Domestic Business Day means any day except a Saturday, Sunday or other day on which commercial banks in New York City are authorized by law to close.

  • School business day means any calendar day except Saturdays, Sundays, and any federal and school holidays upon which the office of the Superintendent is open to the public for business. A school business day concludes or terminates upon the closure of the Superintendent’s office for the calendar day.