million Sample Clauses

million. Notwithstanding the foregoing: (i) a transfer of assets by the Company to a Restricted Subsidiary or by a Restricted Subsidiary to the Company or to another Restricted Subsidiary, (ii) an issuance of Equity Interests by a Restricted Subsidiary to the Company or to another Restricted Subsidiary, (iii) a Restricted Payment that is permitted by the covenant contained in Section 4.07 and (iv) a disposition of Cash Equivalents in the ordinary course of business shall not be deemed to be an Asset Sale.
million. The preceding provisions shall not prohibit: (i) the payment of any dividend within 60 days after the date of declaration thereof, if at date of declaration, such payment would have complied with the provisions of this Indenture; (ii) the redemption, repurchase, retirement, defeasance or other acquisition of any subordinated Indebtedness of the Company or any Guarantor or of any Equity Interests of the Company in exchange for, or out of the net cash proceeds of the substantially concurrent sale, issuance of or contribution for, (other than to a Restricted Subsidiary of the Company), Equity Interests of the Company (other than Disqualified Stock); provided that the amount of any such net cash proceeds that are utilized for any such payment, redemption, repurchase, retirement, defeasance, other acquisition or dividend or distribution shall be excluded from clause (c) of the preceding paragraph; (iii) so long as no Default or Event of Default has occurred and is continuing or would be caused thereby, the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; (iv) so long as no Default or Event of Default has occurred and is continuing or would be caused thereby, the payment of any dividend or distribution by a Restricted Subsidiary of the Company to the holders of its common Equity Interests on a pro rata basis; (v) so long as no Default or Event of Default has occurred and is continuing or would be caused thereby, the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Company or any Restricted Subsidiary of the Company held by any present, former or future employee, director or Consultant of the Company's (or any of its Restricted Subsidiaries or any parent of the Company) pursuant to any management equity subscription agreement or stock option agreement in effect as of the date of this Indenture or any other similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests shall not exceed $2.0 million in any twelve-month period (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum (without giving effect to the following proviso) of $4.0 million in any calendar year); provided that such amount in any calendar year may be increased by an amount not to exceed (A) the cash proceed...
million. The annualized transitional credit is determined as follows, and the appropriate portion thereof (based on upon the number of days in the month) will be applied as a credit to fees assessed: Current Portfolio Size for Billing Purposes - $71,428,571 x $50,000 $28,571,429 To accommodate circumstances where a Fund’s assets fall beneath $250 million and to prevent a decline in a Fund’s assets from causing an increase in the absolute dollar fee, the Sub-Adviser will provide a transitional credit to cushion the impact of reverting to the original tiered fee schedule. The credit will be applied against the fees assessed under the existing fee schedule and will have the effect of reducing the dollar fee until assets either (a) exceed $250 million, when the flat fee would be triggered, or (b) fall below a threshold of approximately $208.3 million, where the tiered fee schedule would be fully re-applied.
million. Notwithstanding the foregoing: (i) a transfer of assets or Equity Interests by the Company to a Wholly Owned Restricted Subsidiary or by a Wholly Owned Restricted Subsidiary to the Company or to another Wholly Owned Restricted Subsidiary, (ii) an issuance of Equity Interests by a Wholly Owned Restricted Subsidiary to the Company or to another Wholly Owned Restricted Subsidiary, (iii) the disposal of obsolete equipment and machinery in the ordinary course of business and (iv) a Restricted Payment that is permitted to be made, and is made, under Section 4.11 will not be deemed to be Asset Sales.
million. Notwithstanding the foregoing: (i) a transfer of assets by the Company to a Wholly Owned Restricted Subsidiary or by a Wholly Owned Restricted Subsidiary to the Company or to another Wholly Owned Restricted Subsidiary, (ii) an issuance of Equity Interests by a Wholly Owned Restricted Subsidiary to the Company or to another Wholly Owned Restricted Subsidiary and (iii) a Restricted Payment that is permitted by Section 4.07 hereof shall not be deemed to be Asset Sales.
million. Notwithstanding the foregoing: (i) a transfer of assets by the Company to a Controlled Subsidiary or by a Controlled Subsidiary to the Company or to another Controlled Subsidiary, (ii) an issuance of Equity Interests by a Wholly Owned Subsidiary to the Company or to another Wholly Owned Subsidiary, (iii) sales of Target Assets, (iv) a sale of Receivables to or by the Receivables Subsidiary and (v) a Permitted Investment or Restricted Payment that is permitted by the provisions of Section 4.07 hereof shall not be deemed to be Asset Sales.
million. This decrease is primarily due to an increase in inventory, purchases of property and equipment and increases in accounts receivable and other current and noncurrent assets, partially offset by increases in deferred revenue and proceeds from issuance of common stock. Accounts receivable increased 24.2% from June 30, 2000 to June 30, 2001. The increase in accounts receivable was due to growth in net revenue. We expect that accounts receivable will continue to increase to the extent our net revenue continues to rise. Inventory levels increased 154.3% from June 30, 2000 to June 30, 2001. We have increased inventory in order to support revenue growth, develop distribution channels, maintain shorter lead times on certain projects and to provide assurance to our customers that we will be able to meet demand. Inventory management remains an area of focus as we balance the need to maintain strategic inventory levels to ensure competitive lead times and avoid stock-outs with the risk of inventory excess or obsolescence because of recent declining demand, rapidly changing technology and customer requirements. As a result of the rapid change in the market for networking products, we recorded $40.3 million in charges for excess and obsolete inventory and non-cancelable purchase commitments in the quarter ended March 31, 2001. In June 2000, we entered into two operating lease agreements for approximately 16 acres of land and the accompanying 275,000 square feet of buildings to house our primary facility in Santa Clara, California. Our lease payments will vary based on LIBOR which was 4.3% at June 30, 2001, plus a spread. Our combined lease payments for this facility are estimated to be approximately $3.4 million on an annual basis over the lease terms. The leases are for five years and can be renewed for two five-year periods, subject to the approval of the lessor. At the expiration or termination of the leases, we have the option to either purchase these properties for $31.4 million and $48.6 million, respectively, or arrange for the sale of the properties to a third party for at least $31.4 million and $48.6 million, respectively, with a contingent liability for any deficiency. If the properties under these leases are not purchased or sold as described above, we will be obligated for additional lease payments of approximately $30.5 million and $41.3 million, respectively. As part of the above lease transactions, we restricted $80.0 million of our investment securitie...
million. This occurred primarily because large restructuring-related writedowns of goodwill that contributed to its 2000 book loss were not deductible for tax purposes. Excluding these writedowns for tax purposes resulted in positive taxable income and, therefore, tax expense in 2000. RESULTS OF OPERATIONS -- RESTATED FINANCIAL INFORMATION DUE TO SUBSEQUENT DIVESTITURE OF CERTAIN OPERATIONS On February 11, 2002, the Company entered into an agreement with EMCOR Group, Inc. ("EMCOR") to sell 19 operations. Under the terms of the agreement, the total purchase price is approximately $186.25 million, including debt assumed by EMCOR of approximately $22.1 million of subordinated notes to former owners of certain of the divested companies. This transaction closed on March 1, 2002. The Company expects that net of taxes, transaction costs, and escrows, approximately $160 million of this amount will be used to reduce debt. In addition, the Company expects that it will take certain steps to reduce its costs in light of the smaller size of the Company following the EMCOR transaction. As a result, the Company currently expects it will record restructuring charges of not less than $1 million, before taxes, in the first quarter of 2002. Under SFAS No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets" which takes effect for the Company on January 1, 2002, the operating results of units being sold as well as any gain or loss on the sale of these operations will be presented as discontinued operations in the Company's statement of operations for the first quarter of 2002. This reporting will be separate from income statement items for ongoing operations. Based on estimates of the net assets of these operations and on estimates of transaction costs, the Company expects to realize an estimated loss on the sale of these operations of approximately $27 million in the first quarter of 2002, exclusive of tax liabilities. Approximately $67 million of this loss will be included in the cumulative effect of a change in accounting principle as a result of the adoption of SFAS No. 142, "Goodwill and Other Intangible Assets." See "New Accounting Pronouncements" below for further discussion. The following supplemental financial information reflects restated financial information for 2001 and 2000 in light of this transaction. These restated financial statements do not consider any allocation of corporate overhead to the discontinued operations, and therefore, SG&A does not refl...
million. The Company has a working capital deficit of $59.1 million at September 30, 2000, resulting primarily from the classification of the Credit Facility with an outstanding balance of $39.0 million at September 30, 2000 as current based on its maturity date of June 30, 2001, the classification of two bonds payable totaling $20.0 million at September 30, 2000 as current based on the Company's failure since June 30, 2000 to meet the minimum net worth and interest coverage requirements under guarantee agreements relating to the underlying mortgages and the classification of one mortgage payable with an outstanding balance of $2.8 million at September 30, 2000 as current based on the bankruptcy filing by Genesis. The Company also continued not to meet the minimum tangible net worth, the minimum net asset value and the interest coverage ratio requirements under the Credit Facility at September 30, 2000. Cash and cash equivalents were $2.9 million and $3.6 million, at September 30, 2000 and December 31, 1999, respectively. As of September 30, 2000, the Company had shareholders' equity of $73.4 million and Credit Facility borrowings and mortgages and bonds payable to third parties aggregating $147.1 million, which represents a debt to equity ratio of 2.01 to 1. This was an increase from the debt to equity ratio of 1.44 to 1 at December 31, 1999. This increase was due primarily to a net decrease in shareholder's equity of $30.1 million, which resulted from a net loss of $25.8 million and distributions to shareholders of $4.3 million for the nine months ended September 30, 2000. At September 30, 2000, the Company's third party indebtedness of $147.1 million consisted of $69.0 million in variable rate debt and $78.1 million in fixed rate debt. The weighted average annual interest rate on this debt was 8.72%. Based on interest rates at September 30, 2000, quarterly debt service requirements related to this debt approximate $3.9 million. In addition, the Company has guaranteed an additional $8.5 million of indebtedness of ET Sub-Meridian. The unfunded portion of construction loan commitments made by the Company were approximately $347,000 at September 30, 2000. Due to certain defaults by the borrowers under the loan agreements, the Company believes it is no longer obligated to provide any further funding. The Company previously was obligated to purchase and leaseback, upon the maturity of the related loan or the facility reaching stabilized occupancy, five assisted living...