Additional Restructuring and Integration Costs definition
Additional Restructuring and Integration Costs means restructuring and integration costs of Open Text and its Subsidiaries incurred in respect of, and arising within twelve months of, any Permitted Acquisition in an amount not to exceed 20% of the aggregate purchase price for such Permitted Acquisition; provided that the aggregate amount for all such costs shall not exceed U.S. $100,000,000 in any Financial Year.
Additional Restructuring and Integration Costs means restructuring and integration costs of Open Text and its Subsidiaries incurred in respect of, and arising within twelve months of, any Permitted Acquisition in an amount not to exceed 20% of the aggregate purchase price for such Permitted Acquisition; provided that the aggregate amount for all such costs shall not exceed U.S. $100,000,000 in any Financial Year. “Adjusted Daily Simple SOFR” means, for purposes of any calculation, the rate per annum equal to (a) Daily Simple SOFR for such calculation plus (b) the SOFR Adjustment; provided that, if Adjusted Daily Simple SOFR as so determined shall ever be less than the Floor, then Adjusted Daily Simple SOFR shall be deemed to be the Floor. “Adjusted Term SOFR” means, for purposes of any calculation, the rate per annum equal to (a) Term SOFR for such calculation plus (b) the SOFR Adjustment; provided that, if Adjusted Term SOFR as so determined shall ever be less than the Floor, then Adjusted Term SOFR shall be deemed to be the Floor. “Administrative Agent” means Barclays Bank PLC as Administrative Agent for the Lenders under this Agreement, and any successor appointed pursuant to Section 13.07. - 4 - 1808964.02A-NYCSR03A - MSWLEGAL_1:80104430.16 “Administrative Questionnaire” means an administrative questionnaire in a form supplied by the Administrative Agent. “Advances” means the advances made by the Lenders pursuant to Article 3 and “Advance” means any one of such Advances. Advances under the Revolving Credit Facility shall be denominated in U.S. Dollars. An Advance may (in accordance with and subject to Articles 2 and 3) be designated as a “LIBORSOFR Advance” or an “ABR Advance”. Each of a LIBORSOFR Advance and an ABR Advance is a “Type” of Advance. “Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. “Agent-Related Persons” means each Agent, together with its Related Parties. “Agents” means the Administrative Agent, the Collateral Agent and the Lead Arranger. “Agreement” means this fourth amended and restated credit agreement, as further amended, restated, supplemented, modified, renewed or replaced from time to time. “Alternate Rate of Interest” has the meaning specified in Section 3.04(3). “Annual Business Plan” means, for any Financial Year, reasonably detailed pro-forma balance sheet, statement of operations and statement of cash flo...