Permitted Acquisition Financing definition
Permitted Acquisition Financing means Indebtedness incurred by an Obligor in connection with an acquisition, merger or consolidation which is permitted under Section 6.5 and/or 6.9 (as applicable) of the ATSB Loan Agreements if and to the extent used (i) to refinance existing Indebtedness of the Person acquired or Indebtedness secured by the assets acquired or (ii) to pay consideration or related expenses in connection with such transaction.
Permitted Acquisition Financing means acquisition financing for acquisitions permitted under Section 7.1 made with the proceeds of Revolving Advances.
Permitted Acquisition Financing means Indebtedness incurred by an Obligor in connection with an acquisition, merger or consolidation which is permitted by Section 6.5 and/or Section 6.9 (as applicable) if and to the extent used (i) to refinance existing Indebtedness of the Person acquired or Indebtedness secured by the assets acquired or (ii) to pay consideration or related expenses in connection with such transaction; provided, however, that both immediately before and after giving effect thereto, (a) no Default or Event of Default shall have occurred and be continuing and (b) the Borrower shall be in compliance on a Pro Forma Basis with the financial covenants in Section 6.4.
Examples of Permitted Acquisition Financing in a sentence
If Agent, on behalf of the Lenders, wishes to accept such offer, Agent shall so notify the Borrower within 10 calendar days of its receipt of the Permitted Acquisition Financing Notice (such 10 day period is referred to herein as the “Exclusivity Period”).
More Definitions of Permitted Acquisition Financing
Permitted Acquisition Financing means acquisition financing for acquisitions permitted under Section 7.1 made with the proceeds of Revolving
Permitted Acquisition Financing means one or more capital-raising transactions entered into by the Company or any of its Subsidiaries during the Interim Period, the net proceeds of which shall be used exclusively to finance, in whole or in part, the acquisition of one or more entities that, upon consummation of such acquisitions, will constitute Network Companies of the Company (each, a “Permitted Acquisition”). For the avoidance of doubt, any Company Stock issued upon conversion or exchange of a Permitted Acquisition Financing into SPAC Common Stock at the Closing shall not constitute Merger Consideration Shares.
Permitted Acquisition Financing means Indebtedness of a Real Estate Subsidiary incurred in connection with the acquisition by such Real Estate Subsidiary of the real property of a Target pursuant to a Permitted Acquisition; provided, however, that (i) the documentation evidencing any such Indebtedness shall not contain covenants more restrictive than those contained in this Agreement and shall be on terms and conditions otherwise acceptable to the Agent, provided that such documentation may contain a restriction on distributions by such Real Estate Subsidiary, (ii) such Indebtedness may be secured to the extent permitted pursuant to Section 6.7(d) and (iii) such Indebtedness shall be subject to an intercreditor agreement in form and substance and on terms and conditions acceptable to the Agent.
Permitted Acquisition Financing means Indebtedness incurred in connection with any Permitted Acquisition of a Target that has been designated as an Unrestricted Subsidiary, the proceeds of which are used to fund the purchase price thereof (together with any transaction costs and the refinancing of existing Indebtedness of such Target) so long as recourse to such Indebtedness is solely to such Target, the Equity Interests of such Target and/or the assets of such Target.
Permitted Acquisition Financing contained in Section 1.01 of the Credit Agreement are hereby amended and restated in their entirety to read as follows:
Permitted Acquisition Financing means (a) Pari Passu Indebtedness (defined below) which meets the Acquisition Financing Criteria and which does not provide for maturity, under any circumstances, until following the maturity of the Debentures and (b) indebtedness that (i) is senior to the indebtedness evidenced by the Debentures, (ii) is issued to finance the acquisition of a conferencing services business which, on a pro forma basis after giving effect to the incurrence of such indebtedness, will provide the Company with an additional $100,000 per year in cash flow (a "CSB Acquisition"), and (iii) meets the Acquisition Financing Criteria; the "Acquisition Financing Criteria" with respect to indebtedness incurred to finance the acquisition by the Company of any business shall be satisfied if (i) on a pro forma historical basis (with respect to an acquisition that is not a CSB Acquisition), for the most recent 12-month period ended prior to the consummation of such acquisition, the Company's gross margin would have been greater than the actual gross margin of the Company for such prior 12-month period, (ii) on a pro forma projected basis, for the 12 month period commencing as of the consummation of such acquisition, the Company's (x) gross margin (with respect to an acquisition that is a CSB Acquisition) and earning per share would each be greater than the projected gross margin or earnings per share (with respect to any acquisition), as the case may be, of the Company for such future 12-month period in the absence of such acquisition and (y) operating expenses as a percentage of gross revenues would be less than projected operating expenses as a percentage of gross revenues for such future 12-month period in the absence of such acquisition, and (iii) such indebtedness does not cause the Company's debt to equity ratio to exceed 1:2, including as equity for these purposes any outstanding Debentures, in each case, with respect to the foregoing clauses (i) through (iii), as determined by the Board of Directors of the Company in good faith. Upon any replacement of LaSalle National Bank as senior lender, Purchasers agree to execute and deliver a subordination agreement with such replacement senior lender in substantially the same form as the Subordination Agreement. "Pari Passu Indebtedness" means indebtedness which shares equal priority as to payment and lien with the Purchasers' rights to payment and lien under the Debentures and the Security Agreement, pro rata, in the proportion that the pr...
Permitted Acquisition Financing means financing for, or the refinancing of, a portion of the purchase price of the CBI Acquisition consisting of either (a) Debt incurred by CBI or CBI Acquisition Subsidiary, which Debt may be incurred in connection with such Permitted Acquisition, or (b) a sale-leaseback transaction involving the sale for cash and for fair market value of assets of CBI and its Subsidiaries (and not any other assets of the Borrower and its Subsidiaries) with a fair market value not in excess of $22,000,000 and the lease of such assets by such Person for lease payments not exceeding $3,500,000 in any period of 12 consecutive months; provided, however, that (i) the Obligations in respect of the Permitted Acquisition Financing may not be guaranteed or otherwise supported by the Borrower or any of its Subsidiaries (other than the obligor in respect of such Permitted Acquisition Financing) unless such guarantee or other support obligation is subordinated to the 2 prior payment in full in cash of the Advances on, and is otherwise subject to, terms and provisions acceptable to the Agent and the Required Lenders, (ii) the Obligations in respect of the Permitted Acquisition Financing must be incurred, if at all, on or prior to December 31, 1996, and (iii) there may not be more than one Permitted Acquisition Financing during the term of this Agreement."