Acquisition Holiday Period definition

Acquisition Holiday Period means subject to the remainder hereof, a four consecutive fiscal quarter period commencing with the fiscal quarter in which an Acquisition occurs; provided that: (a) the total consideration for such Acquisition (including, without limitation, all cash payments, assumed Indebtedness, issued Capital Stock and earn-outs in connection with such Acquisition) is greater than $250,000,000 and (b) the Company notifies each holder of Notes in writing that it wishes to increase the maximum Consolidated Net Leverage Ratio permitted under Section 10.2 from 3.50 to 1.00 to 4.00 to 1.00 (each, a “Notice of Acquisition Holiday Period”), with such written notice being delivered at least 10 Business Days prior to the date on which such Acquisition is consummated and which written notice shall contain a description of such Acquisition in reasonable detail (including the date thereof and the consideration therefor) and state that Excess Leverage Fees shall accrue on the Notes in accordance with Section 9.10; provided further, that (1) the Company shall not deliver more than (i) three Notices of Acquisition Holiday Period during the term of this Agreement and (ii) two Notices of Acquisition Holiday Period during any 60 consecutive-month period, (2) at least two complete and consecutive fiscal quarters must elapse between the end of an Acquisition Holiday Period and the beginning of the next subsequent Acquisition Holiday Period and (3) no Event of Default shall have occurred and be continuing or shall result from (after giving pro forma effect to) the applicable Acquisition and related increase to the maximum Consolidated Net Leverage Ratio permitted under Section 10.2 (with the understanding that the Company, upon the Required Holders’ reasonable request, shall deliver on or prior to the date of such Acquisition written calculations and certifications to evidence compliance with the foregoing clause (3)).
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Acquisition Holiday Period has the meaning assigned to it in Section 6.12(a).
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Examples of Acquisition Holiday Period 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 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.

Related to Acquisition Holiday Period

  • Acquisition Period means the period ending five (5) business days prior to

  • 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.

  • Post-Acquisition Period means, with respect to any Permitted Acquisition, the period beginning on the date such Permitted Acquisition is consummated and ending on the last day of the sixth full consecutive fiscal quarter immediately following the date on which such Permitted Acquisition is consummated.

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

  • Prior Period With respect to any Distribution Date, the calendar month immediately preceding such Distribution Date.

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

  • 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.

  • 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.

  • 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.

  • PAGA Pay Period means any Pay Period during which an Aggrieved Employee worked for Defendant for at least one day during the PAGA Period.

  • Payoff Period For the first Distribution Date, the period from the Cut-Off Date through November 14, 2005, inclusive; and for any Distribution Date thereafter, the period from the 15th day of the Prior Period through the 14th day of the month of such Distribution Date, inclusive.

  • Grace Period Business Day means a day on which commercial banks and foreign exchange markets are generally open to settle payments in the place or places and on the days specified for that purpose in the relevant Obligation and if a place or places are not so specified, in the jurisdiction of the Obligation Currency.

  • Target Business Acquisition Period means the period commencing from the effectiveness of the registration statement filed with the SEC in connection with the Company's IPO up to and including the first to occur of (i) a Business Combination; or (ii) the Termination Date.

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

  • Following Business Day Convention means that the relevant date shall be postponed to the first following day that is a Business Day;

  • Rebalance Business Day means any day which is a, Exchange Business Day and also a day on which commercial banks and foreign exchange markets settle payment in the country in which the relevant Reference Asset is admitted to trading or any other day designated as a Rebalance Business Day by the Issuer.

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

  • Railway Operation Date means the date of the first carriage of iron ore, freight goods or other products over the relevant Railway (other than for construction or commissioning purposes);

  • Acquisition Date With respect to any REO Property, the first day on which such REO Property is considered to be acquired by the Trust Fund within the meaning of Treasury Regulations Section 1.856-6(b)(1), which is the first day on which the Trust Fund is treated as the owner of such REO Property for federal income tax purposes.

  • Peak Period means the time between 6 a.m. and 10 p.m. (April through September) or between 7a.m. and 11 p.m. (October through March) on all days except Saturdays and Sundays, which daily time period will be subject to change from time to time at the Company's option. This change would occur after no less than ten (10) days notice has been given to all Customers who would be affected, and to the Commission.

  • CIC Protection Period means the two-year period beginning on the date of a Change in Control and ending on the day before the second annual anniversary of the date of the Change in Control.

  • date of acquisition means the date of acquisition required for accounting purposes;

  • PEA Period means the period commencing at 9:30 a.m., Eastern time, on the fifth (5th) Business Day immediately prior to the filing of any post-effective amendment to the Registration Statement (as defined herein) or New Registration Statement (as such term is defined in the Registration Rights Agreement), and ending at 9:30 a.m., Eastern time, on the Business Day immediately following, the effective date of any post-effective amendment to the Registration Statement (as defined herein) or New Registration Statement (as such term is defined in the Registration Rights Agreement).

  • Bid Opening Date means the date the Bid is opened by the City.

  • Index Business Day means, in respect of an Index, any day on which the Index Sponsor in respect of such Index is scheduled to publish the level of the Index.

  • Modified Following Business Day Convention means that the relevant date shall be postponed to the first following day that is a Business Day unless that day falls in the next calendar month in which case that date will be the first preceding day that is a Business Day;