Transformational Event means any acquisition or investment by the Borrower or any Restricted Subsidiary that is either (a) not permitted by the terms of this Agreement immediately prior to the consummation of such acquisition or investment or (b) if permitted by the terms of this Agreement immediately prior to the consummation of such acquisition or investment, would not provide the Borrower and its subsidiaries with adequate flexibility under this Agreement for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower acting in good faith.
Transformational Event means any acquisition or investment by the Company or any Restricted Subsidiary that is either (a) not permitted by the terms of this Agreement immediately prior to the consummation of such acquisition or investment or (b) if permitted by the terms of this Agreement immediately prior to the consummation of such acquisition or investment, would not provide the Parent and its Restricted Subsidiaries with adequate flexibility under this Agreement for the continuation and/or expansion of their combined operations following such consummation, as determined by the Company in good faith.
Transformational Event means any acquisition or investment by any Borrower or any Restricted Subsidiary that is (a) not permitted by the terms of this Agreement immediately prior to the consummation of such acquisition or investment, (b) if permitted by the terms of this Agreement immediately prior to the consummation of such acquisition or investment, would not provide the Parent Borrower and its subsidiaries with adequate flexibility under this Agreement for the continuation and/or expansion of their combined operations following such consummation, as determined by such Borrower acting in good faith, or (c) any acquisition or investment involving aggregate consideration in excess of (I) prior to the Performance Chemicals Sale Closing Date, the greater of $338,000,000 and 100% of Consolidated Adjusted EBITDA or (II) on and after the Performance Chemicals Sale Closing Date, the greater of $205,000,000 and 100% of Consolidated Adjusted EBITDA.
Examples of Transformational Event in a sentence
In the case of a Transformational Event, the Parties shall renegotiate in good faith and on commercially reasonable terms over a period of 60 days taking into account: i) market prices to provide such Services; and ii) facts and circumstances related to the new state of the business, changes to the Services listed in Appendix A or such headcount reductions.
More Definitions of Transformational Event
Transformational Event means any acquisition or investment by the Borrower or any Restricted Subsidiary that is (a) not permitted by the terms of this Agreement immediately prior to the consummation of such acquisition or investment, (b) if permitted by the terms of this Agreement immediately prior to the consummation of such acquisition or investment, would not provide the Borrower and its subsidiaries with adequate flexibility under this Agreement for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower acting in good faith, or (c) any acquisition or investment involving aggregate consideration in excess of $170,000,000.
Transformational Event means one or a series of related or unrelated events, acquisitions, dispositions, mergers or other transactions or occurrences, involving AFC and/or any of its affiliates, (i) that was unanticipated or the magnitude of the effects of which were unanticipated as of the Effective Date, (ii) that is identified by the Board, acting in its sole discretion, as having, or possibly having, a material effect, whether positive or adverse, on the consolidated financial performance of AFC and its affiliates, and (iii) that, in the sole discretion of the Board, will distort the effectiveness of the previously identified Performance Targets such that such targets should be revised to achieve the purposes AFC intended in initially designing this Plan. For example, if AFC and/or its affiliates, engages in one or a series of significant acquisitions (or dispositions) that, in the sole discretion of the Board, will or may cause the specified Performance Targets to be satisfied (or missed), regardless of the performance of AFC's business as constituted as of the Effective Date, the Board may, but is not required to, modify the Performance Targets.
Transformational Event means any acquisition or Investment by either Borrower or any Subsidiary that is either (a) not permitted by this Agreement immediately prior to the consummation of such acquisition or Investment or (b) if permitted by this Agreement immediately prior to the consummation of such acquisition or Investment, would not provide the Borrowers and their respective Subsidiaries with adequate flexibility under this Agreement for the continuation and/or reasonable expansion of their combined operations following such consummation, as determined by Holdings acting in good faith, and, in the case of clause (b) above, involves consideration in excess $100,000,000.
Transformational Event means any acquisition or investment by the Company or any Restricted Subsidiary that is either (a) not permitted by the terms of this Agreement immediately prior to the consummation of such acquisition or investment or (b) if permitted by the terms of this Agreement immediately prior to the consummation of such acquisition or investment, would not #95484613v795537764v17 provide the Parent and its Restricted Subsidiaries with adequate flexibility under this Agreement for the continuation and/or expansion of their combined operations following such consummation, as determined by the Company in good faith.