TARGET LEVERAGE RATIO Clause Samples
TARGET LEVERAGE RATIO. 13.1 It is the intention of the Shareholders that they manage the corporate finance structuring and execution, credit rating, debt investor relations, hedging and covenant monitoring activities of the Company’s Group in accordance with this clause 13.
13.2 The Shareholders further agree and the Company acknowledges that the Company’s Group shall be managed so as to maintain a Leverage Ratio of between 4.5:1 and 5:1 (inclusive) (the “Target Leverage Ratio”) and that they intend to cooperate in relation to the matters set out in this clause 13, provided that where the Shareholders do not agree on a particular matter, either Shareholder may require the Company to implement such matter, including a refinancing or recapitalisation of the financial debt of the Company’s Group, (and both Shareholders agree to procure that the Company do so), provided that clause 13.6 is complied with in relation to such refinancing or recapitalisation.
13.3 The Shareholders will procure that as part of the quarterly financial reporting package prepared in accordance with clause 9.5 (Management accounts) in respect of a Quarterly Accounting Period, the CFO of the Company (with advice from, and in consultation with, the Shareholders) will determine the Leverage Ratio as at the end of, and with respect to, that Quarterly Accounting Period and shall give written notice of the same, including the underlying calculations and reconciliations, to the Shareholders. Any filing of a covenant certificate or public announcement (including any presentations of the Leverage Ratio in any public or private offering memorandum, information memorandum or prospectus, or in any documents or other materials provided to ratings agencies) of the Leverage Ratio requires prior approval of the Shareholders.
13.4 If the Leverage Ratio as at the end of a Quarterly Accounting Period is less than 4.5:1 and it is reasonably expected that the Company will have sufficient distributable reserves or Shareholder Loans to facilitate any distribution required by clause 13.8 or the parties have agreed to distribute proceeds by way of loan, either Shareholder may give written notice to the other that it intends to organise the implementation by the Company of a recapitalisation of the Company’s Group (a “Recapitalisation”) in order to increase the Leverage Ratio to within the Target Leverage Ratio soon as reasonably practicable.
13.5 If at the end of any Quarterly Accounting Period the Company’s Group has any outstandin...
TARGET LEVERAGE RATIO. The Company Group shall be managed so as to comply with the treasury principles set forth on Schedule X attached hereto (the “Treasury Principles”) and the Shareholders intend to cooperate in good faith to comply with such Treasury Principles.
TARGET LEVERAGE RATIO. 13.1 It is the intention of the Shareholders that they manage the corporate finance structuring and execution, credit rating, debt investor relations, hedging and covenant monitoring activities of the Company’s Group in accordance with this clause 13.
13.2 The Shareholders agree, and the Company acknowledges, that (i) the Company's Group shall be managed so as to maintain a Leverage Ratio of between [ ]:[ ] and [ ]:[ ] (inclusive) (the “Target Leverage Ratio”) and (ii) the Shareholders intend to cooperate in relation to the matters set out in this clause 13.
13.3 For the purposes of this agreement, the calculation of the Leverage Ratio shall be done on the following basis:
(A) where the relevant financial information does not include one or more members of the Company’s Group on a consolidated basis, the financial information available for such members of the Company’s Group on an unconsolidated basis for that period (or part of that period) may be used to calculate the EBITDA for the Company’s Group on a combined basis for that period (or any part of that period);
(B) Financial Indebtedness of the Company’s Group originally denominated in any currency other than pounds sterling that has been swapped, directly or indirectly through one or more foreign exchange hedging transactions, into pounds sterling, will be taken into account at its pounds sterling equivalent using the effective exchange rate in the relevant foreign exchange hedging transactions;
(C) all the terms used in the relevant definitions are to be calculated in accordance with the Relevant Accounting Principles;
(D) notwithstanding clauses 13.3(A) and 13.3(B) above, Non-Hedged Debt will be taken into account at its pounds sterling equivalent calculated using the same weighted average exchange rates for the relevant ratio period used in the profit and loss statements of the relevant accounts of the Company’s Group for calculating the pounds sterling equivalent of EBITDA denominated in the same currency as the currency in which that Non-Hedged Debt is denominated or into which it has been swapped;
(E) if there is any dispute on any interpretation or computation in respect of the Leverage Ratio, the Company shall adopt the position agreed in respect of any equivalent interpretation or computation for reporting purposes under the Existing Liberty Global Target Group SFA;
(F) no unrealised synergies or cost savings shall be taken into account;
(G) subject to clause 13.3(F), EBITDA for the relevant ...