Periodic Term SOFR Determination Day has the meaning specified in the definition of “Term SOFR”.
Periodic Term SOFR Determination Day that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day, and
Periodic Term SOFR Determination Day as defined in the definition of the term “Term SOFR”. “Permitted Acquisition” means any Acquisition by a Credit Party so long as: (a) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the division or line or lines of business of the Person to be acquired constitute any material line of business conducted by the Credit Parties as of the Closing Date and any business related thereto or any reasonable extensions thereof; (b) the cost of such Acquisition (including cash and other property given as consideration, any Indebtedness assumed or acquired by any Credit Party or any Subsidiary in connection with such Acquisition, and all additional purchase price amounts in the form of earnouts and other contingent obligations calculated at the maximum amount thereof) does not exceed $2,000,000 individually and $5,000,000 when aggregated with all other Acquisitions consummated during the term of this Agreement; (c) in the event such Acquisition includes any Capital Stock or other evidence of beneficial ownership of any Person, all of the Capital Stock (except for any such Capital Stock in the nature of Directors’ qualifying shares required pursuant to applicable law) acquired or otherwise issued by such Person or any newly formed Credit Party in connection with such Acquisition shall be owned 100% by a Credit Party, and the Credit Parties shall have taken, or caused to be taken, as of the date such Person becomes a Subsidiary of a Credit Party, each of the actions set forth in Sections 5.10, 5.11 and 5.13, as applicable; (d) prior to or simultaneously with the closing of such Acquisition, the provisions of Section 5.10 have been satisfied; (e) after giving effect to such Acquisition on a Pro Forma Basis and the costs related thereto (including cash and other property (other than Capital Stock or options to acquire Capital Stock of any Credit Party) given as consideration, any Indebtedness incurred, assumed or acquired by any Credit Party or any Subsidiary thereof in connection with such Acquisition, all additional purchase price amounts in the form of earnouts and other contingent obligations calculated at the maximum amount thereof, and all fees expenses and transaction costs incurred in connection therewith), Companies shall be in compliance with the financial covenants set forth in Section 6.8;
Examples of Periodic Term SOFR Determination Day in a sentence
The rate of interest provided for hereunder is subject to increase or decrease as Term SOFR increases or decreases in an amount corresponding to the change in Term SOFR, with such benchmark rate being determined on the Periodic Term SOFR Determination Day, and any such change will become effective on the first (1st) day of the immediately following month.
More Definitions of Periodic Term SOFR Determination Day
Periodic Term SOFR Determination Day has the meaning specified in the definition of “Term SOFR”. “Permitted Acquisition” means the Acquisition of the Acquisition Assets by a Loan Party or any wholly-owned Subsidiary of a Loan Party to the extent that each of the following conditions shall have been satisfied: (a) no Default or Event of Default shall have occurred and be continuing or would result from the consummation of the proposed Acquisition; (b) to the extent the Acquisition will be financed in whole or in part with the proceeds of any Loan, the conditions set forth in SectionsSection 5.01(b) and Section 5.01(e) shall have been satisfied as of the date such Acquisition is consummated; (c) the Borrower shall have furnished to the Agents at least 10 Business Days prior to the consummation of such Acquisition (i) an executed term sheet and/or commitment letter (setting forth in reasonable detail the terms and conditions of such Acquisition) and, at the request of any Agent, such other information and documents that any Agent may request, including, without limitation, executed counterparts of the respective agreements, instruments or other documents pursuant to which such Acquisition is to be consummated (including, without limitation, any related management, non-compete, employment, option or other material agreements), any schedules to such agreements, instruments or other documents and all other material ancillary agreements, instruments or other documents to be executed or delivered in connection therewith, (ii) pro forma financial statements of the Borrower and its Subsidiaries after the consummation of such Acquisition, (iii) a certificate of the chief financial officer of the Borrower, demonstrating on a pro forma basis compliance, as at the end of the most recently ended fiscal quarter for which internally prepared financial statements are available, with all covenants set forth in Section 7.03 hereof after the consummation of such Acquisition, (iv) a quality of earnings report, in form and substance satisfactory to the Administrative Agent, prepared by a nationally recognized accounting firm or another third party firm acceptable to the Administrative Agent, and (v) copies of such other agreements, instruments or other documents as any Agent shall reasonably request; -31- 939843v.13
Periodic Term SOFR Determination Day has the meaning specified in the definition of “RCF Term SOFR”. “Permitted Acquisition” means any transaction or series of related transactions for the direct or indirect (a) acquisition of all or substantially all of the assets of any Person or of all or substantially all of any business or division of any Person, (b) acquisition of all or substantially all of the Equity Interests of any Person and otherwise causing such Person to become a Restricted Subsidiary or (c) merger or consolidation or any other combination with any Person, in the case of each of clauses (a), (b) and (c), if each of the following conditions is met: (1) no Default or Event of Default has occurred and is continuing or would result therefrom; and (2) as of the date the definitive agreement for such acquisition is entered into and after giving pro forma effect to such transaction, the Borrower shall be in compliance with the financial covenant set forth in Section 7.11 as of the most recent period for which financial statements were required to be delivered pursuant to Section 6.01(a) or (b) (assuming, for purposes of Section 7.11, that such transaction had occurred on the first day of such relevant period). “Permitted Holders” means, (a) Xxxxxx X. Xxxxx; (b) any of his brothers, sisters, children of brothers and sisters, grandchildren, grandnieces, grandnephews and other members of his immediate family and other descendants; (c) in the event of the incompetence or death of any of the Persons described in clauses (a) and (b), such Person’s estate, executor, administrator, committee or other personal representative; (d) any trusts created for 46 US-DOCS\117476656.1136335661.3
Periodic Term SOFR Determination Day that is two Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided that if as of 5:00 p.m., New York City time, on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding Business Day is not more than three Business Days prior to such Periodic Term SOFR Determination Day; and
Periodic Term SOFR Determination Day has the meaning assigned to such term in Section 3.7(g).
Periodic Term SOFR Determination Day that is two (2) Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date (as defined below) with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding Business Day is not more than three (3) Business Days prior to such Periodic Term SOFR Determination Day; provided, further, that if Term SOFR determined as provided above shall ever be less than the Floor, then Term SOFR shall be deemed to be the Floor. Notwithstanding the foregoing, in the event an Interest Rate Protection Product is entered into with respect to this Note which does not contemplate a floor rate for the floating rate portion of the interest rate swap, then the Floor designated in the preceding sentence shall not apply while such Interest Rate Protection Product is in effect.
Periodic Term SOFR Determination Day has the meaning specified in the definition of “Term SOFR”. “Permitted Change in Control” means any transaction which, but for the involvement of a Permitted Holder or an Affiliate of a Permitted Holder, would otherwise be a Change in Control. “Permitted Holder” means each of Xxxxxxx X. Xxxxxx XX and Xxxxxx Xxxxxx, any member of each of their respective immediate families, and each of their respective trusts, family limited partnerships or heirs. “Permitted Indebtedness” means, as applied to Borrower all Indebtedness other than the Obligations hereunder, whether such other Indebtedness is secured or unsecured, in an aggregate amount not to exceed at any one time $400,000,000.00, provided that no more than $300,000,000.00 in the original aggregate principal amount of such Indebtedness may have a stated maturity date prior to June 7, 2025. “Permitted Liens” means, as applied to any Property: (a) Liens securing Taxes (excluding any Lien imposed pursuant to any of the provisions of ERISA that would result in an Material Adverse Effect) or the claims of materialmen, mechanics, carriers, repairmen, warehousemen, or landlords or other like Liens, but which (1) are for amounts not yet due, or (2) which are being contested in good faith by appropriate proceedings and for which Borrower shall have set aside on its books adequate reserves with respect thereto in accordance with GAAP, provided that such contested claims shall not exceed an aggregate amount of $5,000,000.00; (b) Liens consisting of deposits or pledges made in the ordinary course of business in connection with, or to secure payment of, obligations under worker’s compensation, unemployment insurance, or similar legislation; (c) Liens constituting encumbrances in the nature of zoning restrictions, easements, and rights of way or restrictions of record on use of real property which do not materially detract from the value of such property or impair the use thereof in the business of Borrower; (d) Liens of record set forth in Schedule 1.1; (e) Liens created under the Loan Documents; (f) the rights of any Lessee or sublessee under any Lease to utilize any Collateral pursuant to the terms of a Lease, including, without limitation, any purchase option or other rights of a Lessee under a finance lease; (g) Liens arising in connection with legal or equitable proceedings against Borrower, which Borrower is contesting with diligence and good faith and which Liens do not have a Material Adverse Effect;
Periodic Term SOFR Determination Day has the meaning specified in the definition of “Term SOFR”. “Permitted Acquisition” shall mean any Acquisition, provided that each of the following conditions shall be met (or waived by the Required Lenders): (a) in the case of any purchase or other acquisition of Capital Stock in a Person, (i) such Person, upon the consummation of such purchase or acquisition, will be a Subsidiary (including as a result of a merger or consolidation between any Subsidiary and such Person), or (ii) such Person is merged into or consolidated with a Subsidiary and such Subsidiary is the surviving entity of such merger or consolidation, (b) the business acquired in such Acquisition, constitutes a line of business permitted by Section 8.12, and (c) after giving effect to any such purchase or other acquisition, no Event of Default pursuant to Section 10.01(a) or (f) shall have occurred and be continuing; provided that, in connection with a Limited Condition Transaction, the only condition with respect to absence of an Event of Default pursuant to Section 10.01(a) or (f) shall be the absence of an Event of Default pursuant to Section 10.01(a) or (f) at the time the definitive acquisition agreement with respect to such Acquisition is entered into. “Permitted Auction Purchaser” shall mean the Borrower and Holdings. “Permitted Holders” shall mean the Sponsor and any Controlled Affiliate of the Sponsor (other than other portfolio companies that are Affiliates). “Permitted Incremental Equivalent Debt” shall mean Indebtedness issued, incurred or otherwise obtained by the Borrower and/or any Guarantor in respect of one or more series of senior unsecured notes, senior secured first lien or junior lien notes or subordinated notes (in each case issued in a public offering, Rule 144A or other private placement in lieu of the foregoing (and any Registered Equivalent Notes issued in exchange therefor)), junior lien or unsecured (but not senior secured first lien) loans or secured or unsecured mezzanine Indebtedness that, in each case, if secured, will be secured by Liens on the Collateral on an equal priority or a junior priority basis with the Liens on Collateral securing the Obligations, and that are issued or made in lieu of Incremental Term Facilities; provided that (i) the aggregate principal amount of all Permitted Incremental Equivalent Debt at the time of issuance or incurrence shall not exceed the Maximum Incremental Term Facilities Amount at such time, (ii) such Permitted Incrementa...