Specified Transaction Conditions means, at the time of determination with respect to any specified transaction or payment, that (a) no Default or Event of Default then exists or would arise as a result of entering into such transaction or the making of such payment, and (b) after giving effect to such transaction or payment, (i) Pro Forma Excess Availability shall be equal to or greater than 12.5% of the Loan Cap and (ii) if the Pro Forma Excess Availability is less than 17.5% of the Loan Cap, the Consolidated Fixed Charge Coverage Ratio, as projected on a Pro-Forma Basis for the twelve (12) fiscal months (or, if only quarterly financial statements are then required to be delivered, on a rolling four (4) quarter basis) preceding such transaction or payment, is equal to or greater than 1.0:1.0. Prior to undertaking any transaction or payment which is subject to the Specified Transaction Conditions, the Loan Parties shall deliver to the Agent a certificate from the Chief Financial Officer of the Borrower evidencing satisfaction of the conditions contained in clause (b) above, if applicable, on a basis (including, without limitation, giving due consideration to results for prior periods) reasonably satisfactory to the Administrative Agent in good faith (which approval shall not be unreasonably withheld or delayed).
Specified Transaction Conditions with respect to the permissibility hereunder of any Specified Transaction, the satisfaction of the following conditions (except as indicated): (a) no Default or Event of Default exists at the time of or would result from the making of such Specified Transaction, (b) immediately after giving effect to such Specified Transaction, Holdings and its Restricted Subsidiaries shall, on a consolidated basis, have a Fixed Charge Coverage Ratio of not less than 1.00:1.00 as calculated on a Pro Forma Basis for the Fixed Charge Coverage Ratio Test Period then most recently ended and (c) immediately after giving effect to such Specified Transaction, Availability (on the date of such action or proposed action) and, if an Average Availability Test Trigger exists at the time of such Specified Transaction, Average Period Availability (for the 30-day period ending on the date of such action or proposed action) as calculated on a Pro Forma Basis, shall not be less than the greater of (i) $27,000,000 and (ii) 15% of the Commitments at such time; provided, further, that such Specified Transaction shall be permitted irrespective of clause (b) of this definition so long as Availability (on the date of such action or proposed action) and, if an Average Availability Test Trigger exists at the time of such Specified Transaction, Average Period Availability (for the 30-day period ending on the date of such action or proposed action) as calculated on a Pro Forma Basis, shall not be less than the greater of (i) $36,000,000 and (ii) 20% of the Commitments at such time.
Specified Transaction Conditions means, with respect to any of the Specified Transactions, the following conditions:
Examples of Specified Transaction Conditions in a sentence
If such notice is given by the Borrower, the Borrower shall make such prepayment specified in such notice shall be due and payable on the date specified therein, subject to compliance with the Specified Transaction Conditions.
Amend, modify or otherwise change any of its Organic Documents as in effect on the Closing Date in any manner materially adverse to the Lenders; except that Holdings may amend such Organic Documents as necessary to permit one or more issuances of preferred Equity Interests, so long as such issuance is not otherwise prohibited hereunder and any applicable Specified Transaction Conditions shall have been satisfied in connection therewith.
Amend, modify or otherwise change any of its Organic Documents as in effect on the Restatement Date in any manner materially adverse to the Lenders; except that Holdings may amend such Organic Documents as necessary to permit one or more issuances of preferred Equity Interests, so long as such issuance is not otherwise prohibited hereunder and any applicable Specified Transaction Conditions shall have been satisfied in connection therewith.
More Definitions of Specified Transaction Conditions
Specified Transaction Conditions means each of the following, as at the close of business on the last Business Day of the month for which financial statements have most recently been delivered pursuant to Section 6.01, calculated on a pro forma basis: (a) Tangible Net Worth shall not be less than [***]; (b) Net Liquidity shall not be less than [***]; (c) the Leverage Ratio shall not exceed [***]; and (d) the Asset Coverage Ratio shall not be less than [***].
Specified Transaction Conditions means, at the time of determination with respect to any specified transaction or payment, that (a) no Default or Event of Default then exists or would arise as a result of entering into such transaction or the making of such payment and (b) either (i) (A) the Lead Borrower shall be in compliance with the financial covenant set forth in Section 7.11 after giving effect to such transaction or payment on a Pro Forma Basis (regardless of whether such covenant is otherwise required to be tested pursuant to Section 7.11) and (B) after giving effect to such transaction or payment, Pro Forma Excess Availability shall be at least the greater of (x) 12.5% of the Line Cap and (y) $20,000,000 or (ii) after giving effect to such transaction or payment, Pro Forma Excess Availability shall be at least the greater of (x) 17.5% of the Line Cap and (y) $28,000,000. Prior to undertaking any transaction or payment which is subject to the Specified Transaction Conditions, the Loan Parties shall deliver to the Agent a certificate from the Chief Financial Officer of the Lead Borrower certifying satisfaction of the conditions contained in clause (a) above and providing calculation evidencing satisfaction of the conditions contained in clause (b) above, on a basis (including, without limitation, giving due consideration to results for prior periods) reasonably satisfactory to the Administrative Agent in good faith (which approval shall not be unreasonably withheld or delayed).
Specified Transaction Conditions in Section 1.1 of the Loan Agreement is hereby amended by (i) replacing “$22,500,000” where it appears in such definition with “$27,000,000” and (ii) replacing “$30,000,000” where it appears in such definition with “$36,000,000.” (m)The defined term “U.S. Borrowing Base” in Section 1.1 of the Loan Agreement is hereby amended and restated to read as follows: U.S. Borrowing Base: on any date of determination, an amount equal to the lesser of (a) the Maximum U.S./European Facility Amount minus (x) the Canadian Overadvance Loan Balance, if any, outstanding on such date minus (y) the U.S./European LC Reserve minus (z) the European Revolver Exposure (calculated without duplication of any amounts reserved under the U.S./European LC Reserve) on such date of determination; and (b) (1) the sum of (x) 85% of the Value of Eligible Accounts of the U.S. Borrower; plus (y) the lesser of (i) 70% of the Value of Eligible Inventory of the U.S. Borrower; and (ii) 85% of the NOLV Percentage of the Value of Eligible Inventory of the U.S. Borrower ; plus (z) 75% of the Value of Eligible Tooling Accounts of the U.S. Borrower, minus (2) the U.S./European Availability Reserve. Notwithstanding the foregoing, in no event may the maximum amount of availability under the U.S. Borrowing Base and the Canadian Borrowing Base resulting from the inclusion of Eligible Tooling Accounts exceed $30,000,000 in the aggregate. (n)The defined term “U.S./European Availability Reserve” in Section 1.1 of the Loan Agreement is hereby amended and restated to read as follows: U.S./European Availability Reserve: the sum (without duplication) of (a) the Inventory Reserve with respect to the U.S. Borrower’s Inventory; (b) the U.S./European Rent and Charges Reserve; (c) the U.S./European LC Reserve; (d) the
Specified Transaction Conditions with respect to the permissibility hereunder of any Specified Transaction, the satisfaction of the following conditions (except as indicated): (a) no Default or Event of Default exists at the time of or would result from the making of such Specified Transaction, (b) immediately after giving effect to such Specified Transaction, Holdings and its Subsidiaries shall, on a consolidated basis, have a Fixed Charge Coverage Ratio of not less than 1.00:1.00 as calculated on a Pro Forma Basis for the Fixed Charge Coverage Ratio Test Period then most recently ended, (c) immediately after giving effect to such Specified Transaction (except with respect to the Specified Transaction specified in clause (g) of the definition thereof), Availability (on the date of such action or proposed action) and, if an Average Availability Test Trigger exists at the time of such Specified Transaction, Average Period Availability (for the 30-day period ending on the date of such action or proposed action) as calculated on a Pro Forma Basis, shall not be less than the greater of (i) $22,500,000 and (ii) 15% of the Commitments at such time and (d) solely with respect to Specified Transactions specified in clauses (a)-(i) of the definition thereof, in each case in an amount involving $20,000,000 or more (whether as part of the same transaction or series of related transactions), Agent shall have received within five (5) days of the effectiveness of the applicable transaction a certificate of a Senior Officer of Loan Party Agent certifying as to compliance with preceding clauses (a) through (c) and demonstrating (in reasonable detail) the calculations required by preceding clauses (b) and (c); provided, further, that such Specified Transaction shall be permitted irrespective of clause (b) of this definition so long as Availability (on the date of such action or proposed action) and, if an Average Availability Test Trigger exists at the time of such Specified Transaction, Average Period Availability (for the 30-day period ending on the date of such action or proposed action) as calculated on a Pro Forma Basis, shall not be less than the greater of (i) $30,000,000 and (ii) 20% of the Commitments at such time. Sterling or £: the lawful currency of the United Kingdom of Great Britain and Northern Ireland.
Specified Transaction Conditions means, at the time of determination, with respect to any specified transaction or payment that is subject to the Specified Transaction Conditions, the requirements that: (a) no Default or Event of Default then exists or would arise as a result of entering into such transaction or the making of such payment, and (b) after giving effect to such transaction or payment, (i) Pro Forma Excess Availability shall be equal to or greater than 12.5% of the Combined Loan Cap and (ii) if the Pro Forma Excess Availability is less than 17.5% of the Combined Loan Cap, the Consolidated Fixed Charge Coverage Ratio, as determined on a Pro-Forma Basis for the twelve (12) fiscal months (or, if only quarterly financial statements are then required to be delivered, on a rolling four (4) quarter basis) preceding such transaction or payment, is equal to or greater than 1.00:1.00. Prior to undertaking any transaction or payment which is subject to the Specified Transaction Conditions, the Loan Parties shall deliver to the Administrative Agent a certificate from the Chief Financial Officer of the Borrower evidencing satisfaction of the conditions contained in clause (b) above, if applicable, on a basis (including, without limitation, giving due consideration to results for prior periods) reasonably satisfactory to the Administrative Agent in good faith (which approval shall not be unreasonably withheld or delayed).
Specified Transaction Conditions with respect to any Specified Transaction, both before and after giving pro forma effect to any such Specified Transaction, either of the following is true: (i) no Default or Event of Default has occurred and is continuing or would result therefrom, (ii) (A) Global Availability is at least equal to 20.0% of the Revolver Commitment for each of the 30 days preceding and as of the date of such Specified Transaction and (B) the Fixed Charge Coverage Ratio calculated both before and, on a Pro Forma Basis, after giving pro forma effect to such Specified Transaction is not less than 1.1 to 1.0, whether or not a Financial Covenant Trigger Period exists. Unused Line Fee Rate: if the average daily Revolver Usage is (a) greater than 50% of the Revolving Commitment, a per annum rate equal to 0.375%, or (b) less than or equal to 50% of the Revolving Commitment, a per annum rate equal to 0.5%. U.S. Availability Reserve: the sum (without duplication) of (a) the Inventory Reserve with respect to U.S. Borrowers; (b) the Rent and Charges Reserve related to the locations of U.S. Borrowers; (c) the U.S. Bank Product Reserve; (d) all accrued Royalties, then due and payable by a U.S. Obligor; (e) the aggregate amount of liabilities secured by Liens upon the ABL Priority Collateral of U.S. Borrowers that are senior to Agent’s Liens (but imposition of any such reserve shall not waive an Event of Default arising therefrom); (f) the Dilution Reserve applicable to the Accounts of U.S. Borrowers; (g) until the earlier of (x) December 31, 2019 or (y) the date on which Borrowers request that the financial covenant under Section 10.3(b) be tested, a reserve equal to all accounts payable of U.S. Borrowers which are more than 90 days past due, excluding any such past due accounts payable to be paid in accordance with a contractual payment schedule with a vendor so long as the U.S. Borrowers comply with such payment schedule; and (h) such additional reserves, in such amounts and with respect to such matters related to U.S. Obligors, as Agent in its Permitted Discretion may elect to impose from time to time.
Specified Transaction Conditions with respect to any Specified Transaction, both before and after giving pro forma effect to any such Specified Transaction, either of the following is true: (a) (i) no Default or Event of Default has occurred and is continuing or would result therefrom, (ii) Availability is at least equal to 15.0% of the Revolving Commitment for each of the 30 days preceding and as of the date of such Specified Transaction and (iii) the Fixed Charge Coverage Ratio calculated both before and, on a Pro Forma Basis, after giving pro forma effect to such Specified Transaction is not less than 1.0 to 1.0, whether or not a Financial Covenant Trigger Period exists or (b) (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) Availability is at least equal to 20.0% of the Revolving Commitment for each of the 30 days preceding and as of the date of such Specified Transaction.