Investment Payment Conditions definition

Investment Payment Conditions means, at the time of determination with respect to the making of any Investment the following conditions shall have been satisfied:
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Investment Payment Conditions means, at any time of determination with respect to any Specified Investment, the requirement that (a) no Specified Event of Default shall have occurred and be continuing or would arise as a result of such Specified Investment, (b) after giving Pro Forma Effect to such Specified Investment (including the borrowing of any Loans or the issuance of any Letters of Credit in connection therewith), (i) the Excess Availability on the date of such Specified Investment, and the average daily Excess Availability during the 30 consecutive day period ending on the date of such Specified Investment, shall each be equal to or greater than the greater of (i) $11,375,000 and (ii) 17.5% of the lesser of (A) the Maximum Credit and (B) the Borrowing Base then in effect; provided that this clause (b) shall not apply, and shall not be required to be satisfied, for the consummation of any Second Amendment Acquisition, and (c) the Fixed Charge Coverage Ratio as of the last day of the most recently ended Test Period (regardless of whether a Covenant Period has occurred and is continuing) shall be not less than 1.00 to 1.00; provided that, if at no time during the 30 consecutive day period was Excess Availability less than 27.5% of the lesser of (i) the Maximum Credit and (ii) the Borrowing Base then in effect (calculated on a Pro Forma Basis to include the borrowing of any Loans or issuance of any Letters of Credit in connection with such Specified Investment), then satisfaction of this clause (c) shall not be required with respect to such Specified Investment.
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Investment Payment Conditions means, at any time of determination with respect to any Specified Investment, the requirement that (a) no Specified Event of Default shall have occurred and be continuing or would arise as a result of such Specified Investment, (b) after giving Pro Forma Effect to such Specified Investment (including the borrowing of any Loans or the issuance of any Letters of Credit in connection therewith), (i) the Excess Availability on the date of such Specified Investment, and the average daily Excess Availability during the 30 consecutive day period ending on the date of such Specified Investment, shall each be equal to or greater than the greater of (i) $11,375,000 and (ii) 17.5% of the lesser of (A) the Maximum Credit and (B) the Borrowing Base then in effect; provided that this clause (b) shall not apply, and shall not be required to be satisfied, for the consummation of any Second Amendment Acquisition, and (c) the Fixed Charge Coverage Ratio as of the last day of the most recently ended Test Period (regardless of whether a Covenant Period has occurred and is continuing) shall be not less than 1.00 to 1.00; provided that, if at no time during the 30 consecutive day period was Excess Availability less than 27.5% of the lesser of (i) the Maximum Credit and (ii) the Borrowing Base then in effect (calculated on a Pro Forma Basis to include the borrowing of any Loans or issuance of any Letters of Credit in connection with such Specified Investment), then satisfaction of this clause (c) shall not be required with respect to such Specified Investment. “Investors” means (a) funds managed and/or advised by and non-operating companies controlled by the Sponsor and the Sponsor’s Affiliates (other than any portfolio company of any such fund, the Sponsor or its Affiliates) (the “Sponsor Investors”), (b) the Management Investors and (c) any other Person that owns, directly or indirectly, Equity Interests in Holdings on the Closing Date after giving effect to the Transactions. “IRS” means the United States Internal Revenue Service. “ISP98 Rules” means, with respect to any Letter of Credit, the International Standby Practices 1998 (International Chamber of Commerce Publication No. 590) and any subsequent revision thereof adopted by the International Chamber of Commerce on the date such Letter of Credit is issued. “Issuing Bank” means (a) PNC Bank and (b) any other Lender that shall have become an Issuing Bank as provided herein, other than any such Person that shall have ceased ...
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More Definitions of Investment Payment Conditions

Investment Payment Conditions means (a) Buyer has received notice in accordance with Section 8.02 evidencing the achievement specified in Section 2.03(b)(i) with respect to the related Investment Payment, (b) Seller shall have complied in all material respects with its material covenants and obligations hereunder and under the Transaction Documents, (c) no Material Adverse Effect has occurred, (d) with respect to the Investment Payment described in Section 2.03(b)(i)(A) only, the representations and warranties made by Seller in ARTICLE III will be true as of the date of such Investment Payment, unless any of Schedules 3.03, 3.08(g), 3.08(n), 3.14(a), 3.14(b), 3.15(c), 3.15(e), 3.15(f), 3.15(p), 3.15(q), 3.15(r) or 3.15(t) have been
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Investment Payment Conditions means prior to and after giving effect to the relevant action as to which the satisfaction of the Investment Payment Conditions is being determined, (a) no Event of Default then exists or would arise as a result of the entering into of such transaction or the making of such payment; (b) on a pro forma basis after giving effect to such transaction or payment and any incurrence or repayment of Indebtedness in connection therewith, Excess Availability on such date - 60- CG&R Draft Current date: 03/02/2023 10:05 AM 63515514v23CG&R Draft Current date: 03/01/2023 4:17 PM 70014411v6
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Related to Investment Payment Conditions

  • Payment Conditions means, at the time of determination with respect to a proposed payment to fund a Specified Transaction, that:

  • Payment Condition shall be deemed to be satisfied in connection with a Restricted Payment, Restricted Debt Payment, investment or Permitted Acquisition if:

  • Restricted Payment Conditions is defined in Section 10.9.

  • Alternative Compliance Payment or "ACP" means a payment of a certain dollar amount per megawatt hour, which a Retail Electricity Supplier may submit in lieu of supplying the minimum percentage of RECs required under Section 3.3.4 of this Regulation.

  • Distribution Conditions means, with respect to any Restricted Payment or Restricted Junior Debt Prepayment, the following:

  • Solar alternative compliance payment or "SACP" means a

  • Investment End Date : means 11 November 2022, or if such day is not a Scheduled Trading Day, the following day which is a Scheduled Trading Day.

  • Reinvestment Agreement means a guaranteed reinvestment agreement from a bank, insurance company or other corporation or entity, in each case, at the date of such acquisition having a credit rating of at least A-1 from S&P and at least P-1 from Moody’s; provided that such agreement provides that it is terminable by the purchaser, without penalty, if the rating assigned to such agreement by either S&P or Xxxxx’x is at any time lower than such ratings.

  • Specified Equity Contribution means any cash contribution to the common equity of Holdings and/or any purchase or investment in an Equity Interest of Holdings other than Disqualified Equity Interests.

  • Reinvestment Agreements One or more reinvestment agreements, acceptable to the Rating Agencies, from a bank, insurance company or other corporation or entity (including the Trustee).

  • Senior Principal Payment Amount For any Distribution Date on or after the Stepdown Date and as long as a Trigger Event has not occurred with respect to such Distribution Date, will be the amount, if any, by which (x) the Class Principal Balance of the Senior Certificates immediately prior to such Distribution Date exceeds (y) the lesser of (A) the product of (i) 57.40% and (ii) the Aggregate Collateral Balance for such Distribution Date and (B) the amount, if any, by which (i) the Aggregate Collateral Balance for such Distribution Date exceeds (ii) 0.50% of the Aggregate Collateral Balance as of the Cut-off Date (including amounts in the Prefunding Account as of the Closing Date).

  • Investment Management Fee means each of the Senior Investment Management Fee, the Subordinated Investment Management Fee and the Incentive Investment Management Fee.

  • Investment Amount means the dollar amount to be invested by Investor to purchase Put Shares with respect to any Put as notified by the Company to Investor in accordance with Section 2.2.

  • Step Down Conditions As of any Distribution Date on which any decrease in any Senior Prepayment Percentage may apply, (i) the outstanding Principal Balance of all Mortgage Loans 60 days or more Delinquent (including Mortgage Loans in REO and foreclosure), averaged over the preceding six month period, as a percentage of the aggregate of the Class Certificate Principal Balances of the Classes of Subordinate Certificates on such Distribution Date, does not equal or exceed 50% and (ii) cumulative Realized Losses with respect to all of the Mortgage Loans do not exceed: · for any Distribution Date on or after the seventh anniversary until the eighth anniversary of the first Distribution Date, 30% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date, · for any Distribution Date on or after the eighth anniversary until the ninth anniversary of the first Distribution Date, 35% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date, · for any Distribution Date on or after the ninth anniversary until the tenth anniversary of the first Distribution Date, 40% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date, · for any Distribution Date on or after the tenth anniversary until the eleventh anniversary of the first Distribution Date, 45% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date, and · for any Distribution Date on or after the eleventh anniversary of the first Distribution Date, 50% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date.

  • Non-Lead Securitization Determination Date means the “determination date” (or any term substantially similar thereto) as defined in the related Non-Lead Securitization Servicing Agreement.

  • Prepayment Consideration shall have the meaning set forth in Section 2.3.1.

  • Qualified Equity Financing means the first sale (or series of related sales) by the Company of its Preferred Stock following the Date of Issuance from which the Company receives gross proceeds of not less than $1,000,000 (excluding the aggregate amount of securities converted into Preferred Stock in connection with such sale or series of related sales).

  • Funding Conditions With respect to any proposed Funding Date, the following conditions:

  • Payment Amount as defined in Section 3.5.

  • Deferred Payment Date for a Participant means the date after the Restricted Period in respect of Restricted Share Units which is the earlier of (i) the date which the Participant has elected to defer receipt of the underlying Shares in accordance with Section 4.5 of this Plan; and (ii) the Participant's Separation Date.

  • Payment Cap For each Mortgage Loan, the percentage limit set forth in the related Mortgage Note concerning the maximum permitted increase in a monthly payment.

  • PIPE Investment Amount means the aggregate gross purchase price received by Acquiror prior to or substantially concurrently with Closing for the shares in the PIPE Investment.

  • Principal Payment Amount For any Distribution Date, the sum of (i) the scheduled principal payments (if any) on the Mortgage Loans due on the related Due Date, (ii) the principal portion of proceeds received with respect to any Mortgage Loan which was purchased or repurchased pursuant to a Purchase Obligation or as permitted by this Agreement during the Prior Period and (iii) any other unscheduled payments of principal which were received with respect to any Mortgage Loan during the Prior Period, other than Payoffs, Curtailments, Liquidation Principal and Subsequent Recoveries.

  • Performance Conditions means specific levels of performance of the Company (and/or one or more members of the Company Group, divisions or operational and/or business units, product lines, brands, business segments, administrative departments, or any combination of the foregoing), which may be determined in accordance with GAAP or on a non-GAAP basis, including, without limitation, the following measures: (i) net earnings, net income (before or after taxes), or consolidated net income; (ii) basic or diluted earnings per share (before or after taxes); (iii) net revenue or net revenue growth; (iv) gross revenue or gross revenue growth, gross profit or gross profit growth; (v) net operating profit (before or after taxes); (vi) return measures (including, but not limited to, return on investment, assets, capital, employed capital, invested capital, equity, or sales); (vii) cash flow measures (including, but not limited to, operating cash flow, free cash flow, or cash flow return on capital), which may be but are not required to be measured on a per share basis; (viii) actual or adjusted earnings before or after interest, taxes, depreciation, and/or amortization (including EBIT and EBITDA); (ix) gross or net operating margins; (x) productivity ratios; (xi) share price (including, but not limited to, growth measures and total stockholder return); (xii) expense targets or cost reduction goals, general and administrative expense savings; (xiii) operating efficiency; (xiv) objective measures of customer/client satisfaction; (xv) working capital targets; (xvi) measures of economic value added or other ‘value creation’ metrics; (xvii) enterprise value; (xviii) sales; (xix) stockholder return; (xx) customer/client retention; (xxi) competitive market metrics; (xxii) employee retention; (xxiii) objective measures of personal targets, goals, or completion of projects (including, but not limited to, succession and hiring projects, completion of specific acquisitions, dispositions, reorganizations, or other corporate transactions or capital-raising transactions, expansions of specific business operations, and meeting divisional or project budgets); (xxiv) comparisons of continuing operations to other operations; (xxv) market share; (xxvi) cost of capital, debt leverage, year-end cash position or book value; (xxvii) strategic objectives; (xxviii) gross or net authorizations; (xxix) backlog; or (xxx) any combination of the foregoing. Any one or more of the aforementioned performance criteria may be stated as a percentage of another performance criteria, or used on an absolute or relative basis to measure the performance of one or more members of the Company Group as a whole or any divisions or operational and/or business units, product lines, brands, business segments, or administrative departments of the Company and/or one or more members of the Company Group or any combination thereof, as the Committee may deem appropriate, or any of the above performance criteria may be compared to the performance of a selected group of comparison companies, or a published or special index that the Committee, in its sole discretion, deems appropriate, or as compared to various stock market indices.

  • Prior Period Investments means investments made in a previous evaluation period that are outstanding as of the examination date.

  • Termination Conditions means, collectively, (a) the payment in full in cash of the Obligations (other than (i) contingent indemnification obligations not then due and (ii) Obligations under Secured Hedge Agreements and Secured Cash Management Agreements) and (b) the termination of the Commitments and the termination or expiration of all Letters of Credit under this Agreement (unless the Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized on terms reasonably acceptable to the applicable Issuing Bank, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank).