Wilpinjong Triggering Event means (i) (a) the Notes or the Term Loans are accelerated or otherwise become due prior to their Stated Maturity, in each case, as a result of an Event of Default hereunder or under the Term Loan Agreement or by operation of law, or (b) there occurs either (x) an Event of Default under clause (1) in the definition thereof or (y) an equivalent event of default under the Term Loan Agreement, or (ii) (a) either (x) LTM EBITDA is less than $70.0 million for each of four consecutive LTM Periods or (y) the Issuers fail to deliver the materials described in Section 4.03(a) accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit and (b) either (x) the Holders of at least a majority in aggregate principal amount of the outstanding Notes have delivered written notice to Peabody requiring Peabody to make a Wilpinjong Mandatory Offer or (y) the Term Loan Required Lenders have delivered written notice to Peabody requiring Peabody to convert the Term Loans into loans under the Peabody L/C Facility on the terms required in the event of a Wilpinjong Triggering Event.
Wilpinjong Triggering Event means (i) (a) the notes or the Term Loans are accelerated or otherwise become due prior to their Stated Maturity, in each case, as a result of an Event of Default or by operation of law, or (b) there occurs either (x) an Event of Default under clause (1) in the definition thereof or (y) an equivalent event of default under the Term Loan Agreement, or (ii) (a) total consolidated EBITDA of the Main Issuer and its Subsidiaries is less than $70.0 million for the most recently completed four consecutive fiscal quarters (considered as one period) and (b) either (x) the holders of at least a majority in aggregate principal amount of the outstanding notes have delivered written notice to Peabody requiring Peabody to make a Wilpinjong Mandatory Offer or (y) the Term Loan Required Lenders have delivered written notice to Peabody requiring Peabody to convert the Term Loans into loans under the Peabody L/C Facility on the terms required in the event of a Wilpinjong Triggering Event.
Wilpinjong Triggering Event means (i) (a) the Notes or the Term Loans are accelerated or otherwise become due prior to their Stated Maturity, in each case, as a result of an Event of Default or by operation of law, or (b) there occurs either (x) an Event of Default under clause (1) in the definition thereof or (y) an equivalent event of default under the Term Loan Agreement, or (ii) (a) LTM EBITDA is less than $70.0 million for each of four consecutive LTM Periods and (b) either (x) the Holders of at least a majority in aggregate principal amount of the outstanding Notes have delivered written notice to Peabody requiring Peabody to make a Wilpinjong Mandatory Offer or (y) the Term Loan Required Lenders have delivered written notice to Peabody requiring Peabody to convert the Term Loans into loans under the Peabody L/C Facility on the terms required in the event of a Wilpinjong Triggering Event.
More Definitions of Wilpinjong Triggering Event
Wilpinjong Triggering Event means (i) (a) the Priority Lien Notes or the Term Loans are accelerated or otherwise become due prior to their respective maturities, in each case, as a result of an Event of Default hereunder or an event of default under the Priority Lien Notes Indenture or by operation of law, or (b) there occurs either (x) an Event of Default under Section 8.01(a)(i) or (y) an equivalent event of default under the Priority Lien Notes Indenture, or (ii) (a) either (x) LTM EBITDA is less than $70,000,000 for each of four consecutive LTM Periods or (y) the Borrowers fail to deliver the materials described in Section 6.01(a) accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit and (b) either (x) the Required Lenders have delivered written notice to Peabody requiring Peabody to make a Wilpinjong Mandatory Offer pursuant to Section 2.21 hereof or (y) the holders of at least a majority in aggregate principal amount of the outstanding Priority Lien Notes have delivered written notice to Peabody requiring Peabody to make an offer to convert Priority Lien Notes into Peabody 2024 Notes on the terms and conditions set forth in the Priority Lien Indenture in event of a “Wilpinjong Triggering Event” thereunder.
Wilpinjong Triggering Event means the occurrence of either of the following clauses (a) and (b): (a) the Wilpinjong Notes or the Wilpinjong Term Loans are accelerated or otherwise become due prior to their stated maturity, in each case, as a result of an event of default thereunder or by operation of law, or a payment event of default occurs under either the Wilpinjong Notes or the Wilpinjong Term Loans or (b) (i) consolidated LTM EBITDA of PIC LLC and its Subsidiaries tested as of the end of each fiscal quarter is less than $70 million during the most recently completedfor four consecutive fiscal quarters (considered as one period) test dates and (ii) either the holders of at least a majority in aggregate principal amount of the Wilpinjong Notes or Wilpinjong Term Loan Lenders holding a majority of the aggregate principal amount of the Wilpinjong Term Loans elect the right to exercise the Peabody Exchange Option or the holders of the Wilpinjong Notes’ respective right. Voting: Usual and customary, provided that each Wilpinjong Term Loans Lender shall have consent rights to the subordination of its Wilpinjong Term Loans or priming thereof under the Wilpinjong Term Loan Agreement.
Wilpinjong Triggering Event means (i) (a) the notes or the Term Loans are accelerated or otherwise become due prior to their Stated Maturity, in each case, as a result of an Event of Default or by operation of law, or (b) there occurs either (x) an Event of Default under clause (1) in the definition thereof or (y) an equivalent event of default under the Term Loan Agreement, or (ii) (a) total consolidatedLTM EBITDA of the Main Issuer and its Subsidiariesis less than $70.0 million for the most recently completedeach of four consecutive fiscal quarters (considered as one period)LTM Periods and (b) either (x) the holders of at least a majority in aggregate principal amount of the outstanding notes have delivered written notice to Peabody requiring Peabody to make a Wilpinjong Mandatory Offer or (y) the Term Loan Required Lenders have delivered written notice to Peabody requiring Peabody to convert the Term Loans into loans under the Peabody L/C Facility on the terms required in the event of a Wilpinjong Triggering Event.
Wilpinjong Triggering Event means the occurrence of either of the following clauses (a) and (b): (a) the Wilpinjong Notes or the Wilpinjong Term Loans are accelerated or otherwise become due prior to their stated maturity, in each case, as a result of an event of default thereunder or by operation of law, or a payment event of default occurs under either the Wilpinjong Notes or the Wilpinjong Term Loans or (b) (i) consolidated LTM EBITDA of PIC LLC and its Subsidiaries tested as of the end of each fiscal quarter is less than $70 million for four consecutive test dates and (ii) either the holders of at least a majority in aggregate principal amount of the Wilpinjong Notes or Wilpinjong Term Loan Lenders holding a majority of the aggregate principal amount of the Wilpinjong Term Loans elect the right to exercise the Peabody Exchange Option or the holders of the Wilpinjong Notes’ respective right. Voting: Usual and customary, provided that each Wilpinjong Term Loans Lender shall have consent rights to the subordination of its Wilpinjong Term Loans or priming thereof under the Wilpinjong Term Loan Agreement.
Wilpinjong Triggering Event means the occurrence of either of the following clauses (a) and (b): (a) the Wilpinjong Notes or the Wilpinjong Term Loans are accelerated or otherwise become due prior to their stated maturity, in each case, as a result of an event of default thereunder or by operation of law, or a payment event of default occurs under either the Wilpinjong Notes or the Wilpinjong Term Loans or (b) (i) consolidated EBITDA of PIC LLC and its Subsidiaries is less than $70 million during the most recently completed four consecutive fiscal quarters (considered as one period) and (ii) either the holders of a majority in aggregate principal amount of the Wilpinjong Notes or Wilpinjong Term Loan Lenders holding a majority of the aggregate principal amount of the Wilpinjong Term Loans elect the right to exercise the Peabody Exchange Option or the holders of the Wilpinjong Notes’ respective right. Voting: Usual and customary, provided that each Wilpinjong Term Loans Lender shall have consent rights to the subordination of its Wilpinjong Term Loans or priming thereof under the Wilpinjong Term Loan Agreement.
Wilpinjong Triggering Event means the occurrence of either of the following clauses (a) and (b): (a) the Wilpinjong Notes or the Wilpinjong Term Loans are accelerated or otherwise become due prior to their stated maturity, in each case, as a result of an event of default thereunder or by operation of law, or a payment event of default occurs under either the Wilpinjong Notes or the Wilpinjong Term Loans or(b) (i) consolidated EBITDA of PIC LLC and its Subsidiaries is less than $70 million during the most recently completed four consecutive fiscal quarters (considered as one period) and(ii) either the holders of a majority in aggregate principal amount of the Wilpinjong Notes or Wilpinjong Term Loan Lenders holding a majority of the aggregate principal amount of the Wilpinjong Term Loans elect the right to exercise the Peabody Exchange Option or the holders of the Wilpinjong Notes’ respective right. Voting: Usual and customary, provided that each Wilpinjong Term Loans Lender shall have consent rights to the subordination of its Wilpinjong Term Loans or priming thereof under the Wilpinjong Term Loan Agreement. Conditions Precedent to Closing: Usual and customary, including:
Wilpinjong Triggering Event means the occurrence of either of the following clauses (a) and (b): (a) the Wilpinjong Notes or the Wilpinjong Term Loans are accelerated or otherwise become due prior to their stated maturity, in each case, as a result of an event of default thereunder or by operation of law, or a payment event of default occurs under either the Wilpinjong Notes or the Wilpinjong Term Loans or