Consolidated Secured Net Leverage Ratio. The Consolidated Secured Net Leverage Ratio, for the four consecutive fiscal quarter period ending as of each fiscal quarter end, shall be less than or equal 3.75 to 1.00. Notwithstanding the above, the parties hereto acknowledge and agree that, for purposes of all calculations made in determining compliance for any applicable period with the financial covenants set forth in this Section, (i) after consummation of any Permitted Acquisition, (A) income statement items and other balance sheet items (whether positive or negative) attributable to the Target acquired in such transaction shall be included in such calculations to the extent relating to such applicable period, including, to the extent permitted under the definition of “Consolidated EBITDA”, any cost saving synergies associated with such Permitted Acquisition, and (B) Indebtedness of a Target which is retired in connection with a Permitted Acquisition shall be excluded from such calculations and deemed to have been retired as of the first day of such applicable period and (ii) after any disposition permitted by Section 6.4(a)(vi), (A) income statement items, cash flow statement items and other balance sheet items (whether positive or negative) attributable to the property or assets disposed of shall be excluded in such calculations to the extent relating to such applicable period, subject to adjustments mutually acceptable to the Borrower and the Administrative Agent (after consultation with the Lenders) and (B) Indebtedness that is repaid with the proceeds of such disposition shall be excluded from such calculations and deemed to have been repaid as of the first day of such applicable period.
Consolidated Secured Net Leverage Ratio. Holdings shall not permit the Consolidated Secured Net Leverage Ratio on the last day of any Fiscal Quarter during any period set forth below to be greater than the ratio set forth opposite such period below: Period Ratio October 1, 2008 through March 31, 0000 0.00x April 1, 2009 through September 30, 0000 0.00x October 1, 2009 through March 31, 0000 0.00x April 1, 2010 through September 30, 0000 0.00x October 1, 2010 through March 31, 0000 0.00x Thereafter 2.75x
Consolidated Secured Net Leverage Ratio. Permit the Consolidated Secured Net Leverage Ratio as of the end of any Measurement Period of Holdings (commencing with the fiscal quarter ending June 30, 2021) to be greater than 3.50:1.00. Notwithstanding the foregoing, at the sole election of the Borrower and upon notice thereof to the Administrative Agent pursuant to the Borrower’s delivery of a Permitted Acquisition Certificate pursuant to Section 7.03(g)(iii)(C) (or, with respect to each of the AdColony Acquisition and the Fyber Acquisition, pursuant to a Permitted Acquisition Certificate delivered to the Administrative Agent not less than five (5) Business Days prior to the consummation of such Acquisition), the maximum permitted Consolidated Secured Net Leverage Ratio shall be increased to 4.00:1.00 in connection with any Permitted Acquisition consummated on or after the Closing Date with aggregate consideration (including, without duplication, the assumption or incurrence of Indebtedness and all earnout obligations in connection with such Acquisition) equal to or in excess of $50,000,000, which such increase shall be applicable for the fiscal quarter in which such Acquisition is consummated and the three consecutive fiscal quarters thereafter (such period, a “Leverage Increase Period”); provided that, after the first Leverage Increase Period, no subsequent Leverage Increase Period shall take effect hereunder unless at least two consecutive fiscal quarters without an increase to the Consolidated Secured Net Leverage Ratio shall have elapsed since the expiration of the prior Leverage Increase Period.
Consolidated Secured Net Leverage Ratio. The Dutch Borrower shall not permit the Consolidated Secured Net Leverage Ratio, as of the last day of any fiscal quarter, to be greater than 2.50 to 1.00 (or 3.00 to 1.00 after the consummation of a Qualified IPO).
Consolidated Secured Net Leverage Ratio. Attached hereto as Exhibit VI hereto are all reasonably detailed calculations with respect to the Consolidated Secured Net Leverage Ratio, for the period ending .
Consolidated Secured Net Leverage Ratio. Solely with respect to any Compliance Period, permit the Consolidated Secured Net Leverage Ratio as of the last day of any Test Period beginning with Test Period ending March 31, 2022 to be greater than 7.50:1.00.
Consolidated Secured Net Leverage Ratio. Permit the Consolidated Secured Net Leverage Ratio as of the end of any fiscal quarter of the Company, commencing with the first fiscal quarter ending after the Third Amendment Effective Date, to be greater than 3:00:1:00.
Consolidated Secured Net Leverage Ratio. Permit the Consolidated Secured Net Leverage Ratio as at the last day of any period of twelve consecutive months of the Borrower ending on the last day of any fiscal quarter to exceed: (x) for any such quarter ending after the Closing Date and before March 31, 2019, 3.00:1.00, (y) for any such quarter ending on or after March 31, 2019 and before March 31, 2020, 2.75:1.00 and (z) for any such quarter ending on or after March 31, 2020, 2.50:1.00; provided that if a Permitted Acquisition, the total consideration for which is in excess of $35,000,000, occurs during any fiscal quarter (or, in the case of any test hereunder calculated on a Pro Forma Basis, subsequent to the last day of such period and on or prior to the date of such test), the Borrower may elect to increase the applicable Consolidated Secured Net Leverage Ratio covenant level by up to 0.50:1.00 for the purposes of determining compliance with this Section 7.1(a) as of the last day of any fiscal quarter ending during the one-year period following such Permitted Acquisition (or, in the case of any test hereunder calculated on a Pro Forma Basis, as of the last day of the fiscal quarter used in calculating such test) (an “Increased Leverage Threshold Period”); provided, further, that Borrower shall not be permitted to elect an Increased Leverage Threshold Period if, at the end of either of the two fiscal quarters preceding the consummation of such Permitted Acquisition, an Increased Leverage Threshold Period was then in effect.
Consolidated Secured Net Leverage Ratio. Holdings shall not permit the Consolidated Secured Net Leverage Ratio on the last day of any Fiscal Quarter during any period set forth below to be greater than the ratio set forth opposite such period below: Period Ratio October 1, 2008 through March 31, 0000 0.00x April 1, 2009 through September 30, 0000 0.00x October 1, 2009 through March 31, 0000 0.00x April 1, 2010 through March 31, 0000 0.00x April 1, 2013 through September 30, 0000 0.00x October 1, 2013 through December 31, 0000 0.00x January 1, 2015 through June 30, 0000 0.00x Thereafter 3.00x Notwithstanding the foregoing or anything to the contrary contained in this Agreement or any of the other Loan Documents, this covenant shall not be tested as a maintenance covenant for the Fiscal Quarter ended June 30, 2013, but such covenant level shall be used with respect to determining compliance with this SECTION 6.11(a) as required by any other provision of this Agreement.
Consolidated Secured Net Leverage Ratio. Permit the Consolidated Secured Net Leverage Ratio as of the end of any(i) the Measurement Period of Holdings (commencingending with the fiscal quarter ending June 30, 2021)December 31, 2023, to be greater than 3.50:1.00, (ii) the Measurement Period of Holdings ending with the fiscal quarter ending March 31, 2024, to be greater than 4.50:1.00, (iii) the Measurement Periods of Holdings ending with the fiscal quarters ending June 30, 2024, September 30, 2024 and December 31, 2024, to be greater than 5.00:1.00, (iv) the Measurement Period of Holdings ending with the fiscal quarter ending March 31, 2025, to be greater than 4.50:1.00, (v) the Measurement Periods of Holdings ending with the fiscal quarters ending June 30, 2025 and September 30, 2025, to be greater than 4.00:1.00 and (vi) any Measurement Period of Holdings ending with any fiscal quarter ending thereafter, to be greater than 3.50:1.00. Notwithstanding the foregoing, commencing with the fiscal quarter ending December 31, 2025 and subject to Pro Forma Compliance with a Consolidated Secured Net Leverage Ratio of not greater than 3.50:1.00 on the date of such notice, at the sole election of the Borrower and upon notice thereof to the Administrative Agent pursuant to the Borrower’s delivery of a Permitted Acquisition Certificate pursuant to Section 7.03(g)(iii)(C) (or, with respect to each of the AdColony Acquisition and the Fyber Acquisition, pursuant to a Permitted Acquisition Certificate delivered to the Administrative Agent not less than five (5) Business Days prior to the consummation of such Acquisition), the maximum permitted Consolidated Secured Net Leverage Ratio shall be increased to 4.00:1.00 in connection with any Permitted Acquisition consummated on or after the Closing Date with aggregate consideration (including, without duplication, the assumption or incurrence of Indebtedness and all earnout obligations in connection with such Acquisition) equal to or in excess of $50,000,000, which such increase shall be applicable for the fiscal quarter in which such Acquisition is consummated and the three consecutive fiscal quarters thereafter (such period, a “Leverage Increase Period”); provided that, after the first Leverage Increase Period, no subsequent Leverage Increase Period shall take effect hereunder unless at least two consecutive fiscal quarters without an increase to the Consolidated Secured Net Leverage Ratio shall have elapsed since the expiration of the prior Leverage Increase Period...
