Permitted Indebtedness Amount definition

Permitted Indebtedness Amount has the meaning ascribed thereto in Schedule 1;
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Permitted Indebtedness Amount means, as of any date, the greater of (i) $150 million and (ii) an amount equal to 3.0 times LTM EBITDA for the immediately preceding 4 consecutive completed fiscal quarters for which financial statements of the Company prepared in accordance with GAAP are available.
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Permitted Indebtedness Amount means, an amount as of the Effective Time equal to the sum of (a) the amount of then outstanding of Indebtedness (and any interest accrued in respect thereof) incurred on the Company Revolving Credit Facility in respect of Permitted Expenditures, plus (b) $49,000,000.
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Examples of Permitted Indebtedness Amount in a sentence

  • The Company will not and will not permit any of its Subsidiaries to incur, create, assume, guarantee or otherwise become liable for any Indebtedness (an “incurrence”; provided that accretion or amortization of original issue discount shall not constitute an incurrence) unless after giving effect to such incurrence the outstanding consolidated Indebtedness of the Company and its Subsidiaries does not exceed the Permitted Indebtedness Amount.

  • If, and only if, the Closing Indebtedness shown on the Closing Indebtedness Certificate exceeds the Permitted Indebtedness Amount (such amount, if any, by which the Closing Indebtedness exceeds the Permitted Indebtedness Amount being referred to herein as the “Excess Indebtedness”), the amount of any such Excess Indebtedness shall be deducted from the Adjusted Merger Consideration on a dollar-for-dollar basis pursuant to Section 1.8(a)(iii) above.

  • In addition, the determination of Working Capital, the Cash Amount, the Debt Amount, the Permitted Indebtedness Amount, the Redemption Amount and the Transaction Expenses Amount contained in the Closing Payment Certificate and the Closing Statement shall be calculated consistent with the methodologies used in the example calculations provided in Schedule 1.9.

  • These, however, are the three major pillars of the entire ICT sector.


More Definitions of Permitted Indebtedness Amount

Permitted Indebtedness Amount shall equal the sum of (A) $3,900,000, (B) the aggregate dollar amount of accounts receivable from Parent to Company provided, however, that the amount in clause (B) shall not exceed $1,500,000, and (C) the Required Bonus Amount. Within 60 days of Closing, the Parent may dispute in good faith any amounts reflected or required to be reflected on the Closing Indebtedness Certificate by providing written notice to the Company (a “Dispute Notice”) specifying each disputed item and the amount thereof in dispute, setting forth, in reasonable detail, the basis for such dispute and specifying the Parent’s calculation of Excess Indebtedness. In the event of such a dispute, the Parent and the Company shall attempt to reconcile their differences. If the Parent and the Company are unable to resolve any such dispute within five (5) business days of the Parent’s written notification to the Company of any such disputed amounts pursuant to the Dispute Notice, the Company and the Parent shall submit the items remaining in dispute for resolution to an independent accounting firm of national reputation mutually acceptable to the Parent and the Company (such accounting firm being referred to herein as the “Independent Accounting Firm”). Such Independent Accounting Firm shall, as promptly as practicable (but in no event later than fifteen (15) business days after such submission), deliver a report to the Parent and the Stockholder Representative setting forth the Independent Accounting Firm’s calculation of the disputed items, the Closing Indebtedness and the Excess Indebtedness. The Independent Accounting Firm’s report and its resulting calculations of the Closing Indebtedness and the Excess Indebtedness shall be final and binding upon the Parent, the Company, the Company Stockholders, the Eligible Derivative Security Holders and all parties to this Agreement for all purposes of this Agreement. Upon the final determination of the Closing Indebtedness and the Excess Indebtedness by the Independent Accounting Firm, the Adjusted Merger Consideration shall be recalculated in accordance with Section 1.8 using the amounts of the Closing Indebtedness and the Excess Indebtedness as determined by the Independent Accounting Firm in lieu of the amounts of the Closing Indebtedness and the Excess Indebtedness stated on the Closing Indebtedness Certificate. If the Adjusted Merger Consideration as so adjusted is lower than the Adjusted Merger Consideration as calculated based on the amounts...
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Permitted Indebtedness Amount means the aggregate amount of the Mxxxxx Sxxxxxx Obligations and the other Debt set forth under Schedule 1.2(b).
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Permitted Indebtedness Amount shall have the meaning specified in Section 1.4(a).
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Related to Permitted Indebtedness Amount

  • Permitted Indebtedness means any of the following:

  • Other Permitted Indebtedness means (a) accrued expenses and current trade accounts payable incurred in the ordinary course of any Obligor’s business which are not overdue for a period of more than 90 days or which are being contested in good faith by appropriate proceedings, (b) Indebtedness (other than Indebtedness for borrowed money) arising in connection with transactions in the ordinary course of any Obligor’s business in connection with its purchasing of securities, derivatives transactions, reverse repurchase agreements or dollar rolls to the extent such transactions are permitted under the Investment Company Act and the Investment Policies, provided that such Indebtedness does not arise in connection with the purchase of Portfolio Investments other than Cash Equivalents and U.S. Government Securities and (c) Indebtedness in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as such judgments or awards do not constitute an Event of Default under clause (l) of Article VII.

  • Excluded Indebtedness means all Indebtedness not incurred in violation of Section 6.01.

  • Adjusted Indebtedness means, at any date, the result of (a) Seller’s Indebtedness on such date, minus (b) the unpaid principal of Seller’s Subordinated Debt on such date (to the extent such Subordinated Debt is excluded from Seller’s Indebtedness in calculating Seller’s Adjusted Tangible Net Worth on such date in accordance with the definition thereof).

  • Permitted Acquisition Indebtedness means Indebtedness (including Disqualified Stock) of the Company or any of the Restricted Subsidiaries to the extent such Indebtedness was Indebtedness:

  • Permitted Unsecured Indebtedness means Indebtedness of the Borrower or any Restricted Subsidiary (a) that is not (and any Guarantees thereof by the Borrower or Restricted Subsidiaries are not) secured by any collateral (including the Collateral), (b) that does not mature earlier than the date that is 91 days after the latest maturity date under this Agreement then in effect, and has a weighted average life to maturity no shorter than the Class of Term Loans with the latest maturity date in effect at the time of incurrence of such Indebtedness, (c) that, in the case of such Indebtedness in the form of bonds, debentures, notes or similar instrument, does not provide for any amortization, mandatory prepayment, redemption or repurchase (other than upon a change of control, fundamental change, customary asset sale or event of loss mandatory offers to purchase and customary acceleration rights after an event of default and, for the avoidance of doubt, rights to convert or exchange in the case of convertible or exchangeable Indebtedness) prior to the date that is the latest maturity date in effect at the time of incurrence of such Indebtedness, (d) that contains covenants, events of default, guarantees and other terms that are customary for similar Indebtedness in light of then-prevailing market conditions and, when taken as a whole (other than interest rates, rate floors, fees and optional prepayment or optional redemption terms), are not more favorable to the lenders or investors providing such Permitted Unsecured Indebtedness, as the case may be, than those set forth in the Loan Documents are with respect to the Lenders (other than covenants or other provisions applicable only to periods after the latest maturity date under this Agreement then in effect); provided that a certificate of a Financial Officer of the Borrower delivered to the Administrative Agent at least five Business Days prior to the incurrence of such Indebtedness or the modification, refinancing, refunding, renewal or extension thereof (or such shorter period of time as may reasonably be agreed by the Administrative Agent), together with a reasonably detailed description of the material terms and conditions of such resulting Indebtedness or drafts of the material definitive documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements shall be conclusive, and (e) that is not guaranteed by any Person other than on an unsecured basis by Loan Parties.

  • Closing Indebtedness Amount means, as of immediately prior to the Effective Time, the aggregate amount of Indebtedness of the Company, including all accrued and unpaid interest, prepayment penalties or fees, and other unpaid fees and expenses payable in respect of such Indebtedness through the Effective Time.

  • Funded Indebtedness means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

  • Permitted Existing Indebtedness means the Indebtedness of the Borrower and its Subsidiaries identified as such on Schedule 1.1.1 to this Agreement.

  • Permitted Convertible Indebtedness means senior, unsecured Indebtedness of the Borrower or any Restricted Subsidiary that is convertible into shares of common stock of the Borrower (or other securities or property following a merger event, reclassification or other change of the common stock of the Borrower), cash or a combination thereof (such amount of cash determined by reference to the price of the Borrower’s common stock or such other securities or property), and cash in lieu of fractional shares of common stock of the Borrower.

  • Permitted Debt means any Financial Indebtedness:

  • Assumed Indebtedness means Indebtedness of a Person which is (a) in existence at the time such Person becomes a Restricted Subsidiary of the Borrower or (b) is assumed in connection with an Investment in or acquisition of such Person, and has not been incurred or created by such Person in connection with, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary of the Borrower.

  • Refinanced Indebtedness shall have the meaning provided in the definition of the term “Permitted Refinancing Indebtedness”.

  • Permitted Financial Indebtedness means Financial Indebtedness:

  • Refinance Indebtedness has the meaning assigned to such term in Section 6.01(f).

  • Related Indebtedness means any and all indebtedness paid or payable by Borrower to Administrative Agent or any Lender pursuant to any Loan Document other than any Note.

  • Restricted Indebtedness means Indebtedness of Holdings, the Borrower or any Subsidiary, the payment, prepayment, repurchase or defeasance of which is restricted under Section 6.09(b).

  • Acquisition Indebtedness Indebtedness of (A) the Borrower or any Restricted Subsidiary Incurred to finance or refinance, or otherwise Incurred in connection with, any acquisition of any assets (including Capital Stock), business or Person, or any merger or consolidation of any Person with or into the Borrower or any Restricted Subsidiary, or (B) any Person that is acquired by or merged or consolidated with or into the Borrower or any Restricted Subsidiary (including Indebtedness thereof Incurred in connection with any such acquisition, merger or consolidation).

  • Total Consolidated Indebtedness means, at any date of determination, an amount equal to the aggregate amount of all Indebtedness of the Company and its Restricted Subsidiaries outstanding as of the date of determination.

  • Total Funded Indebtedness means, at any date, the aggregate principal amount of all Funded Indebtedness of Holdings and its Restricted Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP.

  • Permitted Secured Indebtedness any Secured Indebtedness that:

  • Consolidated First Lien Indebtedness means Consolidated Indebtedness that is secured by a first priority Lien (other than Permitted Liens) on assets of any Borrower or Restricted Subsidiary.

  • Balloon Indebtedness means Long-Term Indebtedness, 25% or more of the original principal amount of which becomes due (either by maturity or mandatory redemption) during any consecutive twelve-month period, if such principal amount becoming due is not required to be amortized below such percentage by mandatory redemption or prepayment prior to such twelve-month period.

  • Consolidated Senior Secured Indebtedness means, at any time, without duplication, the aggregate principal amount of all Consolidated Funded Indebtedness of the Company and its Restricted Subsidiaries outstanding on such date, determined on a consolidated basis in accordance with GAAP that, as of such date, is secured by a Lien on any asset of the Company or any Restricted Subsidiary.

  • Applicable Indebtedness has the meaning specified in the definition of “Weighted Average Life to Maturity.”

  • Secured Indebtedness Leverage Ratio means, with respect to any Person at any date, the ratio of (i) Secured Indebtedness of such Person and its Restricted Subsidiaries as of such date (determined on a consolidated basis in accordance with GAAP) to (ii) EBITDA of such Person for the four full fiscal quarters for which internal financial statements are available immediately preceding such date. In the event that the Company or any of the Restricted Subsidiaries Incurs or redeems any Indebtedness subsequent to the commencement of the period for which the Secured Indebtedness Leverage Ratio is being calculated but prior to the event for which the calculation of the Secured Indebtedness Leverage Ratio is made (the “Secured Leverage Calculation Date”), then the Secured Indebtedness Leverage Ratio shall be calculated giving pro forma effect to such Incurrence or redemption of Indebtedness as if the same had occurred at the beginning of the applicable four-quarter period; provided that the Company may elect, pursuant to an Officer’s Certificate delivered to the Trustee, that all or any portion of the commitment under any Secured Indebtedness as being Incurred at the time such commitment is entered into and any subsequent Incurrence of Indebtedness under such commitment shall not be deemed, for purposes of this calculation, to be the creation or Incurrence of a Lien at such subsequent time. For purposes of making the computation referred to above, Investments, acquisitions (including the Acquisition), dispositions, mergers, amalgamations, consolidations and discontinued operations (as determined in accordance with GAAP), in each case with respect to an operating unit of a business, and any operational changes that the Company or any of the Restricted Subsidiaries has either determined to make or made after the Issue Date and during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Secured Leverage Calculation Date (each, for purposes of this definition, a “pro forma event”) shall be calculated on a pro forma basis assuming that all such Investments, acquisitions (including the Acquisition), dispositions, mergers, amalgamations, consolidations, discontinued operations and other operational changes (and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Company or any Restricted Subsidiary since the beginning of such period shall have made any Investment, acquisition, disposition, merger, consolidation, discontinued operation or operational change, in each case with respect to an operating unit of a business, that would have required adjustment pursuant to this definition, then the Secured Indebtedness Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, discontinued operation, merger, consolidation or operational change had occurred at the beginning of the applicable four-quarter period. For purposes of this definition, whenever pro forma effect is to be given to any pro forma event, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Company. Any such pro forma calculation may include adjustments appropriate, in the reasonable good faith determination of the Company as set forth in an Officer’s Certificate, to reflect (1) net operating expense reductions and other net operating improvements or synergies reasonably expected to result from the applicable pro forma event (including, to the extent applicable, from the Transactions), and (2) all adjustments of the nature used in connection with the calculation of “Adjusted EBITDA” as set forth in footnote 5 to the “Summary historical and pro forma combined financial data” under “Summary” in the Offering Memorandum to the extent such adjustments, without duplication, continue to be applicable to such four-quarter period.