Guarantor Coverage Test definition

Guarantor Coverage Test has the meaning given to that term in Clause 26.24 (Guarantor).

Guarantor Coverage Test has the meaning given to that term in paragraph (a) of Clause 22.19 (Guarantor Coverage Test).

Guarantor Coverage Test means confirmation that the aggregate (without double counting) earnings before interest, tax, depreciation and amortization (calculated on the same basis as Consolidated EBITDA but taking each entity on an unconsolidated basis and excluding goodwill, all intra Group items and investments in Subsidiaries of any member of the Group) (“EBITDA”) of Bidco and its Restricted Subsidiaries that are Guarantors equals or exceeds 80.0% of Consolidated EBITDA of Bidco and its Restricted Subsidiaries; provided that, for the purposes of calculating the Guarantor Coverage Test only:

Examples of Guarantor Coverage Test in a sentence

• Such Guarantor shall be released from such Guaranty to the extent that the Borrower shall be in pro forma compliance with the Guarantor Coverage Test (for the avoidance of doubt such test measured as of the most recent Fiscal Quarter (versus Fiscal Year) ended prior to the date of such notice) after giving effect to the release of such Guarantor from the Guaranty, with such notice to contain a certification from the Borrower of such pro forma compliance.

• For purposes of any determination (other than under Section 8.10 with regard to the Guarantor Coverage Test and Section 9.13) all amounts incurred, outstanding or proposed to be incurred or outstanding in currencies other than Dollars shall be translated into Dollars at the Exchange Rate (rounded to the nearest currency unit, with 0.5 or more of a currency unit being rounded upward).

• For purposes of Section 8.10 with regard to the Guarantor Coverage Test and Section 9.13, amounts in currencies other than Dollars shall be translated into Dollars at the currency exchange rates used in preparing the most recently delivered financial statements pursuant to Section 8.01(a), (b) or (c) (as applicable).

• The Company shall, at the request of the Agent (but no more than once in each calendar year, unless at the time of request a Default is continuing), supply to the Agent a report issued by StarTek's Auditors stating which of its Subsidiaries are Material Companies and confirming whether the Guarantor Coverage Test has been met.

• The Issuer shall ensure that the Guarantor Coverage Test is satisfied within 60 days of each half- year period for which financial statements are provided in accordance with the Australian Securities Exchange Listing Rules, by reference to such financial statements (the “ Test Date”).

More Definitions of Guarantor Coverage Test

Guarantor Coverage Test means the guarantor coverage test set out in Condition 2.3(c) (The Bond Guarantee – Guarantee coverage).

Guarantor Coverage Test means the test that is satisfied if the aggregate amount of revenues attributable to, and the aggregate amount of Consolidated Total Tangible Assets of all Guarantors, on the last day of each Fiscal Year of the Borrower, is equal to or exceeds 80% of the aggregate amount of third party revenues and 80% of the aggregate amount of Consolidated Total Tangible Assets, respectively, of the Borrower and its Subsidiaries (excluding, in each case, all Subsidiaries that are Excluded Subsidiaries) on the last day of the such Fiscal Year.

Guarantor Coverage Test has the meaning assigned to such term in Section 5.09(b).

Guarantor Coverage Test means the obligation of the Company under Clause 23.35 (Guarantors).

Guarantor Coverage Test means that on a trailing six month basis measured on the date of delivery of the monthly financial statements delivered pursuant to Section 8.01(a), (a) the aggregate (without duplication) Consolidated Adjusted EBITDA for the most recently ended trailing twelve month period attributable to the Loan Parties as a group is no less than 80% of Consolidated Adjusted EBITDA for the most recently ended trailing twelve month period (excluding intra-group items, investments in Subsidiaries and on-balance sheet joint ventures), and (b) the aggregate (without duplication) assets of the Loan Parties as a group as of the last day of the most recently ended trailing twelve month period is no less than 80% of the Consolidated Total Assets as of the last day of the most recently ended trailing twelve month period; provided, that (i) if on the relevant test date specified above, the Guarantor Coverage Test is not satisfied, such other subsidiaries shall accede as Guarantors within thirty (30) days after delivery of such monthly financials (or such later date as the Administrative Agent may agree in its reasonable discretion), so as to ensure that the Guarantor Coverage Test is satisfied (calculated as if such additional Guarantors had been Guarantors for the purposes of the relevant test), and (ii) if the Guarantor Coverage Test is satisfied within such thirty (30) day time period, no Default or Event of Default or other breach of the Loan Documents shall arise solely as a result of non-compliance with the Guarantor Coverage Test on the original test date.

Guarantor Coverage Test means confirmation that (by reference to the latest annual audited financial statements delivered to the Administrative Agent pursuant to Section 5.01(a)): (1) the Consolidated EBITDA of the Borrowers and Guarantors equals or exceeds 80.0% of Consolidated EBITDA (in each case, calculated prior to making pro forma adjustments (including clause (vii) of the definition of “Consolidated EBITDA”), except that pro forma effect shall be given to the Acquisition (other than any pro forma adjustments with respect thereto pursuant to clause (vii) of the definition of “Consolidated EBITDA”) of the Group or (2) if the test set out in clause (1) cannot be satisfied on the first Guarantor Coverage Test Date after the Closing Date, the aggregate assets of Borrowers and Guarantors equals or exceeds 80.0% of the Total Assets of the Group, provided that, solely for purposes of calculating the Guarantor Coverage test:

Guarantor Coverage Test means a test that is satisfied if, as of the applicable date of determination, the Borrower and the Subsidiary Loan Parties (a) generated at least 80.0% of the EBITDA of the Borrower and its Subsidiaries for the Test Period most recently ended prior to such date of determination and (b) owned all Material Intellectual Property on the last day of the Test Period most recently ended prior to such date of determination; provided that (i) the Guarantor Coverage Test shall be determined for the relevant Test Period on a Pro Forma Basis, (ii) if at any time the Borrower requests that the Administrative Agent approve a foreign jurisdiction as an eligible jurisdiction for Subsidiary Loan Parties with the intent of adding a Subsidiary formed or organized in such foreign jurisdiction as a Subsidiary Loan Party and the Administrative Agent declines to approve such jurisdiction, or fails to respond to such request for approval within ten (10) Business Days after the Borrower’s request, then commencing on such 10th Business Day after the Borrower’s request, either, at the option of the Borrower, (A) (1) the EBITDA of such Subsidiary formed or incorporated in such jurisdiction shall (except to the extent actually distributed to a Loan Party) be excluded for all purposes of this Agreement, including without limitation, the calculation of the Guarantor Coverage Test, the Senior Secured Leverage Ratio, the Total Secured Leverage Ratio and, the Total Leverage Ratio and the Fixed Charge Coverage Ratio and (2) any Material Intellectual Property (other than any Material Intellectual Property acquired from, or contributed by, or exclusively licensed to such Subsidiary by, the Borrower or a Subsidiary Loan Party) owned by such Subsidiary formed or incorporated in such jurisdiction shall be deemed owned by a Subsidiary Loan Party for all purposes of satisfying the Guarantor Coverage Test or (B) (1) any Investment in such Subsidiary formed or incorporated in such jurisdiction must be permitted by Section 6.04 (other than Section 6.04(b) or Section 6.04(k)), (2) any Material Intellectual Property (other than any Material Intellectual Property acquired from, or contributed by, or exclusively licensed to such Subsidiary by, the Borrower or a Subsidiary Loan Party) owned by such Subsidiary formed or incorporated in such jurisdiction shall be deemed owned by a Subsidiary Loan Party for all purposes of satisfying the Guarantor Coverage Test and (3) the EBITDA of such Subsidiary formed o...