Maximum Consolidated Net Leverage Ratio. As at the end of any fiscal quarter, the Borrowers shall not permit the Consolidated Net Leverage Ratio for the period of four (4) consecutive fiscal quarters then ending to exceed 4:00 to 1.00: ; provided that if a Permitted Acquisition or a series of Permitted Acquisitions with aggregate consideration (including cash deferred payments, contingent or otherwise, and the aggregate amount of all Indebtedness assumed or, in the case of an acquisition of Equity Interests, including all Indebtedness of the target company) of more $25,000,000 occurs during a fiscal quarter ending on or after the Closing Date, the Borrowers shall have the right to elect to increase the maximum permitted Consolidated Net Leverage Ratio in effect at such time by 0.50x (to no greater than 4.50x to 1.00), during such fiscal quarter and the subsequent three fiscal quarters (each such period, an “Elevated Leverage Ratio Period”); provided, that (x) there shall be no more than one Elevated Leverage Ratio Period in effect at any given time, and (y) there shall be at least one fiscal quarter during which the maximum Permitted Consolidated Net Leverage Ratio is 4.00 to 1.00 between Elevated Leverage Ratio Periods. Notwithstanding the foregoing, solely for the purposes of calculating the Consolidated Net Leverage Ratio pursuant to this Section 7.11(b), Excluded Interim Debt shall not be included in Consolidated Funded Debt during any period in which (and for so long as) such Excluded Interim Debt is properly designated as and qualifies as Excluded Interim Debt under and in accordance with Section 7.03.
Appears in 1 contract
Maximum Consolidated Net Leverage Ratio. As at Commencing with the end of any fiscal quarterthe first Fiscal Quarter ending after the Closing Date, the Borrowers shall not permit the Consolidated Net Leverage Ratio for as of the period end of four (4) consecutive fiscal quarters then ending each Fiscal Quarter to exceed 4:00 be greater than 4.00 to 1.00: ; provided that if a Permitted Acquisition or a series of Permitted Acquisitions with aggregate consideration (including cash deferred payments, contingent or otherwise, and the aggregate amount of all Indebtedness assumed or, in the case of an acquisition of Equity Interests, including all Indebtedness of the target company) of more $25,000,000 occurs during a fiscal quarter ending on or after the Closing Date, the Borrowers shall have the right to elect to increase the maximum permitted Consolidated Net Leverage Ratio in effect at such time by 0.50x (to no greater than 4.50x to 1.00), during such fiscal quarter and the subsequent three fiscal quarters (each such period, an “Elevated Leverage Ratio Period”); provided, that (x) there shall be no more than one Elevated Leverage Ratio Period in effect at any given time, and (y) there shall be at least one fiscal quarter during which the maximum Permitted Consolidated Net Leverage Ratio is 4.00 to 1.00 between Elevated Leverage Ratio Periods. Notwithstanding the foregoing, solely in connection with any Permitted Acquisition (or series of Permitted Acquisitions occurring within any consecutive twelve-month period) consummated after the Closing Date having aggregate consideration (including cash, Cash Equivalents, Equity Interests and other deferred payment obligations) in excess of $200,000,000, the Parent Borrower may, at its election, in connection with such Permitted Acquisition (or series of Permitted Acquisitions) upon notice to the Administrative Agent given (x) with respect to a Permitted Acquisition that is not a Limited Condition Acquisition, not less than three (3) Business Days prior to the required delivery of financial statements pursuant to Section 7.1(a) for the purposes most recently ended Fiscal Quarter following the consummation of calculating such Permitted Acquisition (or series of Permitted Acquisitions) or (y) with respect to a Permitted Acquisition that is a Limited Condition Acquisition, at the time notice of such Permitted Acquisition (or series of Permitted Acquisitions) is given pursuant to the terms of this Agreement, increase the required Consolidated Net Leverage Ratio pursuant to this Section 7.11(b)9.1(a) by 0.50, Excluded Interim Debt which such increase shall be applicable (i) with respect to a Permitted Acquisition (or series of Permitted Acquisitions) that is not be included in Consolidated Funded Debt during any period a Limited Condition Acquisition, for the Fiscal Quarter in which such Permitted Acquisition (or series of Permitted Acquisitions) is consummated and the three (3) consecutive Fiscal Quarters thereafter or (ii) with respect to a Permitted Acquisition (or series of Permitted Acquisitions) that is a Limited Condition Acquisition, for the 93782947_8 purpose of determining pro forma compliance with this Section 9.1(a) at the time the definitive purchase agreement, merger agreement or other acquisition agreement governing the Permitted Acquisition (or series of Permitted Acquisitions) becomes effective, for the Fiscal Quarter in which such Permitted Acquisition (or series of Permitted Acquisitions) is consummated and for so long asthe three (3) consecutive Fiscal Quarters after which such Excluded Interim Debt Permitted Acquisition (or series of Permitted Acquisitions) is properly designated as and qualifies as Excluded Interim Debt under and consummated (each, a “Leverage Ratio Increase”); provided that there shall be at least one full Fiscal Quarter following the cessation of each such Leverage Ratio Increase during which no Leverage Ratio Increase shall then be in accordance with Section 7.03effect.
Appears in 1 contract
Sources: Credit Agreement (Brinks Co)
Maximum Consolidated Net Leverage Ratio. As at the end of any fiscal quarter, the Borrowers shall not permit the Consolidated Net Leverage Ratio for the period of four (4) consecutive fiscal quarters then ending to exceed 4:00 to 1.00: :; ; provided that if a Permitted Acquisition or a series of Permitted Acquisitions with aggregate consideration (including cash deferred payments, contingent or otherwise, and the aggregate amount of all Indebtedness assumed or, in the case of an acquisition of Equity Interests, including all Indebtedness of the target company) of more than $25,000,000 occurs during a fiscal quarter ending on or after the Closing ClosingAmendment No. 3 Effective Date, the Borrowers shall have the right to elect to increase the maximum permitted Consolidated Net Leverage Ratio in effect at such time by 0.50x (to no greater than 4.50x to 1.00), during such fiscal quarter and the subsequent three fiscal quarters (each such periodperiodas follows (each period during which the maximum permitted Consolidated Net Leverage Ratio may exceed 4.00 to 1.00 pursuant to this proviso, an “Elevated Leverage Ratio Period”); provided:
(i) if the Specified Acquisition is consummated, that (x) there the Borrowers shall be no more than one Elevated Leverage Ratio Period in effect at any given time, and (y) there shall be at least one fiscal quarter during which the maximum Permitted Consolidated Net Leverage Ratio is 4.00 to 1.00 between Elevated Leverage Ratio Periods. Notwithstanding the foregoing, solely for the purposes of calculating not permit the Consolidated Net Leverage Ratio pursuant for the period of four (4) consecutive fiscal quarters then ending to this Section 7.11(b)exceed (x) 5:00 to 1.00 with respect to any period ending on or before September 30, Excluded Interim Debt 2023, (y) 4.75 to 1.00, with respect to any period ending on or after December 31, 2023 and on or before September 30, 2024, and (z) 4.00 to 1.00 thereafter; and
(ii) in the case of any other Permitted Acquisition, the Borrowers shall not be included in permit the Consolidated Funded Debt Net Leverage Ratio for the period of four (4) consecutive fiscal quarters then ending to exceed 4:50 to 1.00 during any period in which (such fiscal quarter and for so long as) such Excluded Interim Debt is properly designated as and qualifies as Excluded Interim Debt under and in accordance with Section 7.03.the subsequent three fiscal quarters;
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Maximum Consolidated Net Leverage Ratio. As (Section 7.1(a) of the Credit Agreement)
A. Consolidated Funded Indebtedness (the sum, without duplication for Holdings and its consolidated Subsidiaries):
1. all Indebtedness of such Persons for borrowed money as at the end Statement Date, including all current maturities and current sinking fund payments in respect of any fiscal quartersuch Indebtedness whether or not required to be paid within one year from the date of its creation (excluding intercompany Indebtedness among Group Members): $___________
2. Indebtedness of such Persons in respect of each Loan and Letter of Credit issued under the Credit Agreement: $___________
3. all Capital Lease Obligations and purchase money Indebtedness: $___________
4. debt obligations evidenced by bonds, debentures, promissory notes or other similar instruments: $___________
5. obligations under drawn letters of credit, bankers acceptances and similar instruments that have not been reimbursed: $___________
6. earnouts and other similar contingent deferred purchase price obligations (excluding purchase price adjustments) solely to the Borrowers shall extent not permit paid when due: $___________
7. obligations in respect of any Disqualified Stock: $___________
8. Indebtedness of the type referred to in items II.A.1 through II.A.7 of any other Person to the extent guaranteed by Holdings or any of its Subsidiaries: $___________
B. Consolidated Funded Indebtedness as of the Statement Date (Sum of Lines II.A.1 through II.A.8) minus all Unrestricted Cash on such Statement Date in an aggregate amount not to exceed $50,000,000: $___________
C. Consolidated Adjusted EBITDA for the Subject Period (Line I.T.): $___________
D. Consolidated Net Leverage Ratio for the period of four (4) consecutive fiscal quarters then ending to exceed 4:00 to 1.00: ; provided that if a Permitted Acquisition or a series of Permitted Acquisitions with aggregate consideration (including cash deferred payments, contingent or otherwise, and the aggregate amount of all Indebtedness assumed or, in the case of an acquisition of Equity Interests, including all Indebtedness as of the target company) Statement Date (Ratio of more $25,000,000 occurs during a II.B to II.C): _____:1.00 Maximum allowed up to and including the fiscal quarter ending December 31, 2025: 4.75:1.00 Maximum allowed starting on or after the fiscal quarter ending March 31, 2026 and each fiscal quarter thereafter: 4.00:1.00 Covenant compliance: Yes ¨ No ¨ provided that the amounts set forth in lines I.J., I.K., I.M. and I.P. of Consolidated Adjusted EBITDA in respect of any period during which Deemed EBITDA is being used, shall not be duplicative of amounts already addressed and included in Deemed EBITDA as of the Closing Date, . [____]4 4 List registered material Intellectual Property issued to or acquired by any Loan Party since the Borrowers shall have date of the right to elect to increase the maximum permitted Consolidated Net Leverage Ratio in effect at such time by 0.50x (to no greater than 4.50x to 1.00), during such fiscal quarter and the subsequent three fiscal quarters (each such period, an “Elevated Leverage Ratio Period”); provided, that (x) there shall be no more than one Elevated Leverage Ratio Period in effect at any given time, and (y) there shall be at least one fiscal quarter during which the maximum Permitted Consolidated Net Leverage Ratio is 4.00 to 1.00 between Elevated Leverage Ratio Periods. Notwithstanding the foregoing, solely for the purposes of calculating the Consolidated Net Leverage Ratio pursuant to this Section 7.11(b), Excluded Interim Debt shall not be included in Consolidated Funded Debt during any period in which (and for so long as) such Excluded Interim Debt is properly designated as and qualifies as Excluded Interim Debt under and in accordance with Section 7.03most recently delivered Compliance Certificate.
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Maximum Consolidated Net Leverage Ratio. As at the end of any fiscal quarter, the Borrowers shall not permit the Consolidated Net Leverage Ratio for the period of four (4) consecutive fiscal quarters then ending to exceed 4:00 to 1.00: ; provided that if a Permitted Acquisition or a series of Permitted Acquisitions with aggregate consideration (including cash deferred payments, contingent or otherwise, and the aggregate amount of all Indebtedness assumed or, in the case of an acquisition of Equity Interests, including all Indebtedness of the target company) of more than $25,000,000 occurs during a fiscal quarter ending on or after the Closing Amendment No. 3 Effective Date, the Borrowers shall have the right to elect to increase the maximum permitted Consolidated Net Leverage Ratio in effect at such time by 0.50x as follows (each period during which the maximum permitted Consolidated Net Leverage Ratio may exceed 4.00 to no greater than 4.50x 1.00 pursuant to this proviso, an “Elevated Leverage Ratio Period”):
(i) if the Specified Acquisition is consummated, the Borrowers shall not permit the Consolidated Net Leverage Ratio for the period of four (4) consecutive fiscal quarters then ending to exceed (x) 5:00 to 1.00 with respect to any period ending on or before September 30, 2023, (y) 4.75 to 1.00), with respect to any period ending on or after December 31, 2023 and on or before September 30, 2024, and (z) 4.00 to 1.00 thereafter; and
(ii) in the case of any other Permitted Acquisition, the Borrowers shall not permit the Consolidated Net Leverage Ratio for the period of four (4) consecutive fiscal quarters then ending to exceed 4:50 to 1.00 during such fiscal quarter and the subsequent three fiscal quarters (each such period, an “Elevated Leverage Ratio Period”)quarters; provided, that (x) there shall be no more than one Elevated Leverage Ratio Period in effect at any given time, and (y) there shall be at least one fiscal quarter during which the maximum Permitted permitted Consolidated Net Leverage Ratio is 4.00 to 1.00 between Elevated Leverage Ratio Periods, and (z) if an Elevated Leverage Ratio Period is triggered with respect to the Specified Acquisition, no subsequent Elevated Leverage Ratio Period may be triggered until after December 31, 2024. Notwithstanding the foregoing, solely for the purposes of calculating the Consolidated Net Leverage Ratio pursuant to this Section 7.11(b), Excluded Interim Debt shall not be included in Consolidated Funded Debt during any period in which (and for so long as) such Excluded Interim Debt is properly designated as and qualifies as Excluded Interim Debt under and in accordance with Section 7.03.
Appears in 1 contract
Sources: Specified Acquisition Loan Joinder (Casella Waste Systems Inc)
Maximum Consolidated Net Leverage Ratio. As at the end of any fiscal quarter, the Borrowers shall not permit the Consolidated Net Leverage Ratio for the period of four (4) consecutive fiscal quarters then ending to exceed 4:00 to 1.00the ratio set forth below opposite such fiscal quarter: ; Four Fiscal Quarters Ending Maximum Consolidated Net Leverage Ratio ;provided that if a Permitted Acquisition or a series of Permitted Acquisitions with aggregate consideration (including cash deferred payments, contingent or otherwise, and the aggregate amount of all Indebtedness assumed or, in the case of an acquisition of Equity Interests, including all Indebtedness of the target company) of more $25,000,000 occurs during a fiscal quarter ending on or after the Closing DateMarch 31, 2020, the Borrowers shall have the right to elect to increase the maximum permitted Consolidated Net Leverage Ratio in effect at such time by 0.50x 0.25x (to no greater than 4.50x 4.25x to 1.00), during such fiscal quarter and the subsequent three fiscal quarters (each such period, an “Elevated Leverage Ratio Period”); provided, that (x) there shall be no more than one Elevated Leverage Ratio Period in effect at any given time, and (y) there shall be at least one fiscal quarter during which the maximum Permitted Consolidated Net Leverage Ratio is 4.00 to 1.00 between Elevated Leverage Ratio Periods. Notwithstanding the foregoing, solely for the purposes of calculating the Consolidated Net Leverage Ratio pursuant to this Section 7.11(b), Excluded Interim Debt shall not be included in Consolidated Funded Debt during any period in which (and for so long as) such Excluded Interim Debt is properly designated as and qualifies as Excluded Interim Debt under and in accordance with Section 7.03.
Appears in 1 contract
Maximum Consolidated Net Leverage Ratio. As at Commencing with the end of any fiscal quarterthe first Fiscal Quarter ending after the Closing Date, the Borrowers shall not permit the Consolidated Net Leverage Ratio for as of the period end of four (4) consecutive fiscal quarters then ending each Fiscal Quarter to exceed 4:00 be greater than 4.00 to 1.00: ; provided that if a Permitted Acquisition or a series of Permitted Acquisitions with aggregate consideration (including cash deferred payments, contingent or otherwise, and the aggregate amount of all Indebtedness assumed or, in the case of an acquisition of Equity Interests, including all Indebtedness of the target company) of more $25,000,000 occurs during a fiscal quarter ending on or after the Closing Date, the Borrowers shall have the right to elect to increase the maximum permitted Consolidated Net Leverage Ratio in effect at such time by 0.50x (to no greater than 4.50x to 1.00), during such fiscal quarter and the subsequent three fiscal quarters (each such period, an “Elevated Leverage Ratio Period”); provided, that (x) there shall be no more than one Elevated Leverage Ratio Period in effect at any given time, and (y) there shall be at least one fiscal quarter during which the maximum Permitted Consolidated Net Leverage Ratio is 4.00 to 1.00 between Elevated Leverage Ratio Periods. Notwithstanding the foregoing, solely in connection with any Permitted Acquisition (or series of Permitted Acquisitions occurring within any consecutive twelve-month period) consummated after the Closing Date having aggregate consideration (including cash, Cash Equivalents, Equity Interests and other deferred payment obligations) in excess of $200,000,000, the Parent Borrower may, at its election, in connection with such Permitted Acquisition (or series of Permitted Acquisitions) upon notice to the Administrative Agent given (x) with respect to a Permitted Acquisition that is not a Limited Condition Transaction, not less than three (3) Business Days prior to the required delivery of financial statements pursuant to Section 7.1(a) for the purposes most recently ended Fiscal Quarter following the consummation of calculating such Permitted Acquisition (or series of Permitted Acquisitions) or (y) with respect to a Permitted Acquisition that is a Limited Condition Transaction, at the time notice of such Permitted Acquisition (or series of Permitted Acquisitions) is given pursuant to the terms of this Agreement, increase the required Consolidated Net Leverage Ratio pursuant to this Section 7.11(b)9.1(a) by 0.50, Excluded Interim Debt which such increase shall be applicable (i) with respect to a Permitted Acquisition (or series of Permitted Acquisitions) that is not be included in Consolidated Funded Debt during any period a Limited Condition Transaction, for the Fiscal Quarter in which such Permitted Acquisition (or series of Permitted Acquisitions) is consummated and the three (3) consecutive Fiscal Quarters thereafter or (ii) with respect to a Permitted Acquisition (or series of Permitted Acquisitions) that is a Limited Condition Transaction, for the purpose of determining pro forma compliance with this Section 9.1(a) at the time the definitive purchase agreement, merger agreement or other acquisition agreement governing the Permitted Acquisition (or series of Permitted Acquisitions) becomes effective, for the Fiscal Quarter in which such Permitted Acquisition (or series of Permitted Acquisitions) is consummated and for so long asthe three (3) consecutive Fiscal Quarters after which such Excluded Interim Debt Permitted Acquisition (or series of Permitted Acquisitions) is properly designated as and qualifies as Excluded Interim Debt under and consummated (each, a “Leverage Ratio Increase”); provided that there shall be at least one full Fiscal Quarter following the cessation of each such Leverage Ratio Increase during which no Leverage Ratio Increase shall then be in accordance with Section 7.03effect.
Appears in 1 contract
Sources: Loan Agreement (Brinks Co)
Maximum Consolidated Net Leverage Ratio. As at the end of any fiscal quarter, the Borrowers shall not permit the Consolidated Net Leverage Ratio for the period of four (4) consecutive fiscal quarters then ending to exceed 4:00 to 1.00: ; provided that if a Permitted Acquisition or a series of Permitted Acquisitions with aggregate consideration (including cash deferred payments, contingent or otherwise, and the aggregate amount of all Indebtedness assumed or, in the case of an acquisition of Equity Interests, including all Indebtedness of the target company) of more $25,000,000 occurs during a fiscal quarter ending on or after the Closing Date, the Borrowers shall have the right to elect to increase the maximum permitted Consolidated Net Leverage Ratio in effect at such time by 0.50x (to no greater than 4.50x to 1.00), during such fiscal quarter and the subsequent three fiscal quarters (each such period, an “Elevated Leverage Ratio Period”); provided, that (x) there shall be no more than one Elevated Leverage Ratio Period in effect at any given time, and (y) there shall be at least one fiscal quarter during which the maximum Permitted Permittedpermitted Consolidated Net Leverage Ratio is 4.00 to 1.00 between Elevated Leverage Ratio Periods. Notwithstanding the foregoing, solely for the purposes of calculating the Consolidated Net Leverage Ratio pursuant to this Section 7.11(b), Excluded Interim Debt shall not be included in Consolidated Funded Debt during any period in which (and for so long as) such Excluded Interim Debt is properly designated as and qualifies as Excluded Interim Debt under and in accordance with Section 7.03.
Appears in 1 contract