COCF definition

COCF means the sum of (i) all Transaction Costs allocated to STP and Subsidiaries or incurred by them which are not paid or reimbursed by Sellers to STP and the Subsidiaries, pursuant to Section 6.6 , (ii) all costs and expenses incurred by STP and the Subsidiaries with any Permitted Debt, pursuant to Section 6.3(xii), (iii) all costs and expenses incurred by Buyer or its Controller with any debt obtained to support the payment of Dividends up to the Closing Date (inclusive) (except that it shall not be considered an expense or cost the disbursement of cash related to the payment of the principal amount of such debt), and (iv) the global added amount of the Executive Bonus (including all costs, expenses, charges and Taxes that STP and Subsidiaries may incur with its payment) that exceeds the amount provided in Schedule 7.4 of this Agreement.
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COCF means, for any period, the sum of (a) Operating Cash Flow of the Borrower and the Restricted Subsidiaries, determined on a Consolidated basis, for such period, PROVIDED that there shall be excluded from the calculation of Net Income of the Borrower and the Restricted Subsidiaries, on a Consolidated basis, (i) any net income of a Restricted Subsidiary to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary is not at the time permitted by operation of the terms of any Contract or Applicable Law and (ii) any net income (or net loss) of any Person (other than a Restricted Subsidiary) in which the Borrower or any Restricted Subsidiary has an ownership interest, and PROVIDED FURTHER that, there shall be excluded from the calculation of Consolidated Operating Cash Flow, Operating Cash Flow derived from businesses other than (1) the business of owning and operating Broadcast Stations and (2) the business of owning all or part of the Capital Securities of any Person engaged in the business of owning and operating Broadcast Stations ("Non-Broadcast Operating Cash Flow"), to the extent such Non-Broadcast Operating Cash Flow exceeds 33.34% of Operating Cash Flow derived from the businesses referred to in the foregoing clauses (1) and (2), plus (b) any distributions on the Capital Securities of any Permitted Joint Venture but only to the extent that (w) such distributions do not exceed the collective ratable share of the Borrower and the Restricted Subsidiaries of the Operating Cash Flow of such Permitted Joint Venture for such period, (x) such distributions are attributable directly to the ownership interests of the Borrower or any Restricted Subsidiary in such Permitted Joint Venture, (y) such distributions have been received during such period, or are receivable for (and, in any event, received no later than 45 days following the end of) such period, in cash or cash equivalents by the Borrower or any Restricted Subsidiary and (z) there are no restrictions on the distribution, on a ratable basis, of the free cash flow of such Permitted Joint Venture to the Borrower or any Restricted Subsidiary.
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Examples of COCF in a sentence

  • There shall have been contributed to the capital of Oakridge and the Oakridge Subsidiaries (including for purposes hereof COCF, the outstanding capital stock of which will be contributed to Oakridge on or before the Closing Date) a minimum of Twenty Million Dollars ($20,000,000) in the aggregate from the inception date of Oakridge (including COCF, as its predecessor) through the Closing Date.

  • The parties acknowledge that on or before December 31, 1998, Oakridge will acquire the outstanding capital stock of COCF and intends to merge Oakridge Membership Holdings LLC with and into Oakridge, with Oakridge being the survivor.

  • DEDICATED ACCESS CHARGES MRC NR Access Transport ------------- ------------- ACF ------------- ------------- COCF * * ------------- ------------- EFC ------------- ------------- M13 MUX (Sprint Or Vendor) ------------- ------------- ISP (Internet Dedicated Access) * * ------------ ------------- Expedite * ------------ ------------- Other ------------ ------------- All Sprint charges and other charges set forth above are subject to change.

  • The Purchase Price shall be determined in accordance with the following formula: PP = [(BPP - DX - COCF ) + (- VDA + VCGA ) - APP] * AI - D Where: “PP” means Purchase Price.

  • DEDICATED ACCESS CHARGES MRC NR Access Transport ---------------- ------------- ACF ---------------- ------------- COCF * ---------------- ------------- EFC ---------------- ------------- M13 MUX (Sprint Or Vendor) ---------------- ------------- ISP (Internet Dedicated Access) * * ---------------- ------------- Expedite ---------------- ------------- Other ---------------- ------------- All Sprint charges and other charges set forth above are subject to change.