Acquisition Holiday definition
Acquisition Holiday has the meaning assigned to such term in the Section 6.10(a).
Acquisition Holiday has the meaning specified in Section 7.13(b).
Acquisition Holiday shall have the meaning provided in Section 6.08.
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 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 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.
More Definitions of Acquisition Holiday
Acquisition Holiday is defined in Section 9(f) of the Guaranty.
Acquisition Holiday is defined in Section 6.20(b).
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).
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.
Acquisition Holiday means four consecutive Fiscal Quarters commencing with the Fiscal Quarter in which one or more Permitted Acquisitions occurs; provided that: (i) 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, (ii) the Borrower notifies the Administrative Agent in writing that it wishes to increase the maximum Leverage Ratio permitted under Section 8.11(a) from
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
Acquisition Holiday means four consecutive Fiscal Quarters commencing with the Fiscal Quarter in which one or more Permitted Acquisitions occurs; provided that: (i) 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, (ii) the Borrower notifies the Administrative Agent in writing that it wishes to increase the maximum Leverage Ratio permitted under Section 8.11(a) from