Prior Fiscal Quarter definition

Prior Fiscal Quarter means the most recent prior Fiscal Quarter for which the Net Revenues of the Product were calculated and reported in a True-Up Statement in accordance with this Agreement.
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Prior Fiscal Quarter for any Pricing Period means the Fiscal Quarter that ended 46 days before such Pricing Period begins. Notwithstanding the foregoing, Pricing Level V shall apply for the Effective Date and for each day thereafter until the beginning of the first Pricing Period for which the Prior Fiscal Quarter ends after the Closing Date. 79 XXXXXXX X XXXX Xxx Xxxx, Xxx Xxxx ___________ __, 199_ For value received, United States Surgical Corporation, a Delaware corporation (the "COMPANY"), promises to pay to the order of ______________________ (the "LENDER"), for the account of its Applicable Lending Office, the unpaid principal amount of each Loan made by the Lender to the Company pursuant to the Credit Agreement referred to below on the maturity date provided for in the Credit Agreement. The Company promises to pay interest on the unpaid principal amount of each such Loan on the dates and at the rate or rates provided for in the Credit Agreement. All such payments of principal and interest shall be made in lawful money of the United States in Federal or other immediately available funds at the principal office of The Bank of New York in New York City. All Loans made by the Lender, the respective types thereof and all repayments of the principal thereof shall be recorded by the Lender and, if the Lender so elects in connection with any transfer or enforcement hereof, appropriate notations to evidence the foregoing information with respect to each such Loan then outstanding may be endorsed by the Lender on the schedule attached hereto, or on a continuation of such schedule attached to and made a part hereof; provided that the failure of the Lender to make any such recordation or endorsement shall not affect the obligations of the Company hereunder or under the Credit Agreement. This note is one of the Notes referred to in the Credit Agreement dated as of January __, 1998 among United States Surgical Corporation, the Lenders party thereto, Bank of America National Trust and Savings Association, as Syndication Agent, The Bank of New York, as Administrative Agent, and Morgxx Xxxranty Trust Company of New York, as Documentation Agent (as the same may be 80 amended from time to time, the "CREDIT AGREEMENT"). Terms defined in the Credit Agreement are used herein with the same meanings. Reference is made to the Credit Agreement for provisions for the prepayment hereof and the acceleration of the maturity hereof. UNITED STATES SURGICAL CORPORATION By ______________________________...
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Prior Fiscal Quarter means the most recent prior Fiscal Quarter for which the Net Revenues of the Product were calculated and reported in a True-Up Statement in accordance with this Agreement. “Product” shall mean the product currently known as Iclusig, also known as ponatinib hydrochloride, the chemical name for which is 3-(imidazo[1,2-b]pyridazin-3ylethynyl)-4-methyl-N-{4-[(4-methylpiperazin-1-yl)methyl]-3-(trifluoromethyl)phenyl}benzamide hydrochloride having molecular formula C29H28ClF3N6O and marketed and sold by the Company, regardless of the formulation or dosage form of such product and regardless of the indication or purpose for which such product is marketed or sold, and any and all future drug formulations and dosage forms incorporating ponatinib hydrochloride that are developed or licensed by the Company or its Subsidiaries. “Projected Net Product Revenues” shall mean the projected annual Net Revenues of the Product as listed on Schedule A hereto. “Purchase Price” shall mean the Closing Purchase Price, the Additional Purchase Price and any Second Tranche Purchase Price. “Purchaser” shall have the meaning set forth in the first paragraph hereof. “Purchaser Concentration Account” shall mean a segregated account established for the benefit of Purchaser and maintained at a bank specified in writing by Purchaser pursuant to the terms of the Deposit Agreement and this Agreement. The Purchaser Concentration Account shall be the account into which the funds held in the Joint Concentration Account which are payable to Purchaser pursuant to this Agreement are swept by the Deposit Bank in accordance with the terms of this Agreement and the Deposit Agreement. “Purchaser Indemnified Party” shall have the meaning set forth in Section 7.05(a). “Put Option” shall have the meaning set forth in Section 5.07(a). “Put Option Closing Date” shall have the meaning set forth in Section 5.07(a). 14 “Put Option Event” shall mean any one of the following events: (a) any Bankruptcy Event; (b) any Change of Control of the Company; (c) any Transfer to a Third Party by the Company or its Subsidiaries of its interest in the Revenue Interests or all or substantially all of its interest in the Product, in each case that results in a reduction of the amount of the Assigned Interests other than in connection with a Permitted Secured Financing or a License Agreement; or (d) any failure by the Company to pay any amounts due and owing from the Company to Purchaser under this Agreement within * * * days ...
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Examples of Prior Fiscal Quarter in a sentence

  • Consolidated Funded Indebtedness as of end of Prior Fiscal Quarter: $ --------- 2.

  • The Pricing Schedule is amended by replacing the words "For purposes" in the second paragraph of the Pricing Schedule with the words "Subject to the last sentence" and by adding the following sentence to the end of the Pricing Schedule: Notwithstanding the foregoing, Pricing Level IV shall apply for the Closing Date (as defined in the Term Credit Agreement) and for each day thereafter until the beginning of the first Pricing Period for which the Prior Fiscal Quarter ends after such Closing Date.


More Definitions of Prior Fiscal Quarter

Prior Fiscal Quarter for any Pricing Period means the Fiscal Quarter ended 46 days before such Pricing Period begins. Notwithstanding the foregoing, Pricing Level IV shall apply for the Closing Date and for each day thereafter until the beginning of the first Pricing Period for which the Prior Fiscal Quarter ends after such Closing Date.
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Related to Prior Fiscal Quarter

  • Fiscal Quarters means the period from January 1 to March 31, April 1 to June 30, July 1 to September 30 and October 1 to December 31 of the applicable year.

  • Fiscal Quarter means a fiscal quarter of any Fiscal Year.

  • Quarterly Average Excess Availability means, at any time, the daily average of the Excess Availability for the immediately preceding fiscal quarter as calculated by Agent in good faith.

  • Test Period means, on any date of determination, the period of four consecutive fiscal quarters of the Borrower then most recently ended (taken as one accounting period).

  • quarters means any building provided or intended to be provided for a workman to live in either temporarily or permanently and includes any room or building used or intended to be used whether communally or privately for the purposes of cooking, eating, washing or bathing and any latrines and urinals;

  • Financial Quarter means the period commencing on the day after one Quarter Date and ending on the next Quarter Date.

  • EBITDAX means, for any period, the sum of Consolidated Net Income for such period plus the following expenses or charges to the extent deducted from Consolidated Net Income in such period: interest, income taxes, depreciation, depletion, amortization, exploration expenses and other similar noncash charges, minus all noncash income added to Consolidated Net Income.

  • Four Quarter Period has the meaning set forth in the definition of “Consolidated Fixed Charge Coverage Ratio.”

  • Reference Period shall have the meaning assigned to such term in the definition of the term “Pro Forma Basis.”

  • Consolidated EBITDAX for any period means, without duplication, the Consolidated Net Income for such period, plus the following, without duplication and to the extent deducted (and not added back) in calculating such Consolidated Net Income:

  • Consolidated Total Debt to Consolidated EBITDA Ratio means, as of any date of determination, the ratio of (a) Consolidated Total Debt as of the last day of the relevant Test Period to (b) Consolidated EBITDA for such Test Period.

  • Measurement Period shall have the meaning specified in Section 14.01(b)(i).

  • EBITDA Coverage Ratio defined as EBITDA divided by the aggregate of total interest expense plus the prior period current maturity of long-term debt and the prior period current maturity of subordinated debt.

  • Consolidated First Lien Net Leverage Ratio means, with respect to any Test Period, the ratio of (a) Consolidated First Lien Net Debt as of the last day of such Test Period to (b) Consolidated EBITDA for such Test Period.

  • Consolidated Cash Flow Available for Fixed Charges means, with respect to any Person for any period:

  • Consolidated Leverage Ratio means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness as of such date to (b) Consolidated EBITDA for the most recently completed Measurement Period.

  • Consolidated Senior Leverage Ratio means, as of any date of determination, the ratio of (a) Consolidated Senior Funded Indebtedness as of such date to (b) Consolidated EBITDA for the most recently completed Measurement Period.

  • Cash Flow Leverage Ratio means, as of any time the same is to be determined, the ratio of (a) Funded Debt as of the last day of the most recent four fiscal quarters of the Company then ended minus Excess Cash as of the last day of the same such period to (b) EBITDA for the same most recent four fiscal quarters then ended.

  • Consolidated Net Leverage Ratio means, on any Transaction Date, the ratio of (a) Consolidated Funded Indebtedness as of such date minus cash and Temporary Cash Investments of the Issuers and the Restricted Subsidiaries to (b) Consolidated EBITDA for the then applicable Four Quarter Period. The Consolidated Net Leverage Ratio shall be calculated consistent with the pro forma adjustments contemplated by the numbered paragraphs included in the definition of Interest Coverage Ratio.

  • Consolidated Total Net Leverage Ratio means, with respect to any Test Period, the ratio of (a) Consolidated Total Net Debt as of the last day of such Test Period to (b) Consolidated EBITDA for such Test Period.

  • Twelve-Month Period means a period of twelve consecutive months determined on a rolling basis where a new twelve month period begins on the first day of each calendar month.

  • Fiscal Month means any of the monthly accounting periods of Borrower.

  • Consolidated Total Leverage Ratio means, as of any date of determination, the ratio of (x) the sum of (a) Consolidated Total Indebtedness as of such date and (b) without duplication, the Reserved Indebtedness Amount as of such date to (y) LTM EBITDA.

  • Net Total Leverage Ratio means, on any date, the ratio of (A) (i) without duplication, the aggregate principal amount of any Consolidated Debt of the Borrower and its Subsidiaries outstanding as of the last day of the Test Period most recently ended as of such date less (ii) without duplication, the Unrestricted Cash and unrestricted Permitted Investments of the Borrower and its Subsidiaries as of the last day of such Test Period, to (B) Adjusted EBITDA for such Test Period, all determined on a consolidated basis in accordance with GAAP; provided, that the Net Total Leverage Ratio shall be determined for the relevant Test Period on a Pro Forma Basis.

  • Net Leverage Ratio means, at any time, the ratio of (a)(i) Consolidated Total Indebtedness at such time minus (ii) the Qualified Cash Amount to (b) Consolidated EBITDA for the most recently completed period of four fiscal quarters.

  • Interest Expense Coverage Ratio means, for any period, the ratio of (a) Consolidated EBITDA for such period to (b) Consolidated Interest Expense for such period.