Stand-By Notes Clause Samples

Stand-By Notes. The proceeds of the issuance and sale by the -------------- Company of any Stand-By Notes shall be used solely to pay up to 25% (but not more than 25%) of the Acquisition Cost of an Approved Acquisition; provided the Purchasers shall not be obligated to purchase Stand-By Notes unless the Company's pro forma ratio of Net Funded Indebtedness to Consolidated EBITDA, after giving effect to the relevant Approved Acquisition and all previous acquisitions of Related Business and the use of proceeds of the Stand-By Notes to be sold on the relevant Stand-By Closing Date, for the four full fiscal quarters immediately preceding the relevant Standby-By Closing Date shall be in excess of 2.5:1, and then only to the extent of that portion of the Company's pro forma Net Funded Indebtedness which is in excess of the Company's Adjusted Consolidated EBITDA (after giving effect to the relevant Approved Acquisition and all previous acquisitions of Related Businesses and the use of proceeds of the Stand-By Notes to be sold on the relevant Stand-By Closing Date) for the immediately preceding four full fiscal quarters multiplied by 2.5.