Post-Put Exercise Period Covenants definition

Post-Put Exercise Period Covenants has the meaning ascribed to it in the Second Amendment.
Sample 1
Post-Put Exercise Period Covenants means, collectively, (i) the Pre-Put Exercise Period Covenants, (ii) the financial covenants set forth in Section 10.1 [Debt Service Coverage Ratio] (subject, however, to a fifteen percent (15%) cushion), Section 10.2 [Total Funded Indebtedness to Adjusted EBITDA] (subject, however, to a fifteen percent (15%) cushion) and Section 10.4 [Capital Expenditures] (subject, however, to a twenty-five percent (25%) cushion) of the Senior Loan Agreement, as such financial covenants are in effect on the Second Amendment Date and as calculated pursuant to the provisions of the Senior Loan Agreement (including defined terms used in the calculation of such financial covenants, such that for purposes of determining compliance with such financial covenants the defined terms contained in the Senior Loan Agreement shall prevail and control in the event of any conflict between such defined terms in the Senior Loan Agreement and the defined terms in the Purchase Agreement) as in effect on the Second Amendment Date, (iii) those covenants set forth in Sections 8.2 [Borrowers’ Existence], 8.3 [Compliance With Laws], 9.2 [Encumbrances] and 9.14 [Earn Out Payments] of the Senior Loan Agreement as in effect on the Second Amendment Date and (iv) those covenants set forth in (x) Section 9.1 [Debt] and Section 9.6 [Distributions] of the Senior Loan Agreement, each as in effect on the Second Amendment Date, (y) Section 7.11 of the Purchase Agreement [voluntary prepayments of debt] and (z) Section 7.1(c) [Senior Debt Limitation] of the Purchase Agreement (provided that the senior debt permitted thereunder shall not exceed the Senior Debt Cap) (the Post-Put Exercise Period Covenants identified in this clause (iv) being referred to herein as the “Core Post-Put Exercise Period Covenants”).
Sample 1

Examples of Post-Put Exercise Period Covenants in a sentence

  • The Put Note shall contain the Post-Put Exercise Period Covenants and otherwise be reasonably satisfactory, in form and substance, to the holder thereof.

Related to Post-Put Exercise Period Covenants

  • Warrant Exercise Period shall commence (subject to Section 6(d) below), on the later of:

  • Initial Exercise Price shall have the meaning set forth in Section 2.4.1.

  • Post-Termination Exercise Period means the period following termination of a Participant’s Continuous Service within which an Option or SAR is exercisable, as specified in Section 4(h).

  • Exercise Period means the period commencing on the Issuance Date and ending on 5:00 p.m. eastern standard time on the five-year anniversary thereof.

  • Option Exercise Period has the meaning set forth in Section 5.3(c).

  • Total Exercise Price shall have the meaning set forth in Section 4(a) hereof.

  • Initial Exercise Date shall have the meaning ascribed to such term in the Preamble.

  • Delivery Period Termination Date Has the meaning specified in the Related Pass Through Trust Supplement.

  • Purchase Option Period As defined in Section 9.03(a) hereof.

  • Start-up Period means up to 7 Academy Financial Years and covers the period up to and including the first Academy Financial Year in which all age groups are present at the Academy (that is, all the pupil cohorts relevant to the age range of the Academy will have some pupils present).

  • Automatic Exercise Date means, with respect to an Option or a Stock Appreciation Right, the last business day of the applicable Option Term or Stock Appreciation Right Term that was initially established by the Administrator for such Option or Stock Appreciation Right (e.g., the last business day prior to the tenth anniversary of the date of grant of such Option or Stock Appreciation Right if the Option or Stock Appreciation Right initially had a ten-year Option Term or Stock Appreciation Right Term, as applicable).

  • Non-Call Period has the meaning set forth under the definition of “Specific Redemption Provisions.”

  • Ramp Period The Ramp Period shall begin on the Effective Date and continue for a period of 3 months following the Effective Date. Commencing with the Effective Date and at all times during the Ramp Period thereafter, Customer will receive the rates, discounts, charges and credits set forth herein and will not be subject to the AVC. Annual Volume Commitment (“AVC”): $360,000 in Total Service Charges (“AVC”) during each contract year of the Term (following the expiration of the Ramp Period).

  • Shelf Suspension Period See Section 3(a) hereof.

  • Make-Whole Exercise Solely for purposes of this Section 6.2, the “Redemption Fair Market Value” shall mean the volume weighted average price of the Ordinary Shares for the ten (10) trading days immediately following the date on which notice of redemption pursuant to this Section 6.2 is sent to the Registered Holders. In connection with any redemption pursuant to this Section 6.2, the Company shall provide the Registered Holders with the Redemption Fair Market Value no later than one (1) Business Day after the ten (10) trading day period described above ends. Redemption Date Redemption Fair Market Value of Class A ordinary shares (period to expiration of warrants) <10.00 11.00 12.00 13.00 14.00 15.00 16.00 17.00 >18.00 60 months 0.261 0.280 0.297 0.311 0.324 0.337 0.348 0.358 0.361 57 months 0.257 0.277 0.294 0.310 0.324 0.337 0.348 0.358 0.361 54 months 0.252 0.272 0.291 0.307 0.322 0.335 0.347 0.357 0.361 51 months 0.246 0.268 0.287 0.304 0.320 0.333 0.346 0.357 0.361 48 months 0.241 0.263 0.283 0.301 0.317 0.332 0.344 0.356 0.361 45 months 0.235 0.258 0.279 0.298 0.315 0.330 0.343 0.356 0.361 42 months 0.228 0.252 0.274 0.294 0.312 0.328 0.342 0.355 0.361 39 months 0.221 0.246 0.269 0.290 0.309 0.325 0.340 0.354 0.361 36 months 0.213 0.239 0.263 0.285 0.305 0.323 0.339 0.353 0.361 33 months 0.205 0.232 0.257 0.280 0.301 0.320 0.337 0.352 0.361 30 months 0.196 0.224 0.250 0.274 0.297 0.316 0.335 0.351 0.361 27 months 0.185 0.214 0.242 0.268 0.291 0.313 0.332 0.350 0.361 24 months 0.173 0.204 0.233 0.260 0.285 0.308 0.329 0.348 0.361 21 months 0.161 0.193 0.223 0.252 0.279 0.304 0.326 0.347 0.361 18 months 0.146 0.179 0.211 0.242 0.271 0.298 0.322 0.345 0.361 15 months 0.130 0.164 0.197 0.230 0.262 0.291 0.317 0.342 0.361 12 months 0.111 0.146 0.181 0.216 0.250 0.282 0.312 0.339 0.361 9 months 0.090 0.125 0.162 0.199 0.237 0.272 0.305 0.336 0.361 6 months 0.065 0.099 0.137 0.178 0.219 0.259 0.296 0.331 0.361 3 months 0.034 0.065 0.104 0.150 0.197 0.243 0.286 0.326 0.361 0 months — — 0.042 0.115 0.179 0.233 0.281 0.323 0.361 The exact Redemption Fair Market Value and Redemption Date may not be set forth in the table above, in which case, if the Redemption Fair Market Value is between two values in the table or the Redemption Date is between two redemption dates in the table, the number of Ordinary Shares to be issued for each Warrant exercised in a Make-Whole Exercise will be determined by a straight-line interpolation between the number of shares set forth for the higher and lower Redemption Fair Market Values and the earlier and later redemption dates, as applicable, based on a 365- or 366-day year, as applicable. The share prices set forth in the column headings of the table above shall be adjusted as of any date on which the number of shares issuable upon exercise of a Warrant or the Warrant Price is adjusted pursuant to Section 4 hereof. In the event of a Warrant Price adjustment pursuant to Section 4.3, the adjusted share prices in the column headings shall equal the share prices immediately such adjustment, multiplied by a fraction, the numerator of which is the Warrant Price after such adjustment and the denominator of which is the Warrant Price immediately after such adjustment. In such an event, the number of shares in the table above shall be adjusted by multiplying such share amounts by a fraction, the numerator of which is the number of shares deliverable upon exercise of a Warrant immediately prior to such adjustment and the denominator of which is the number of shares deliverable upon exercise of a Warrant as so adjusted. If the Warrant Price is adjusted pursuant to Section 4.4, the adjusted share prices set forth in the column headings of the table above shall be multiplied by a fraction, the numerator of which is the higher of the Market Value and the Newly Issued Price and the denominator of which is $10.00. In no event will the number of shares issued in connection with a Make-Whole Exercise exceed 0.361 Ordinary Shares per Warrant (subject to adjustment).

  • Tax Limitation Period means the Tax Years for which the Applicant’s Qualified Property is subject to the Tax Limitation Amount and as further identified in Section 2.3.D of this Agreement.

  • Qualifying Period means 12 continuous Calendar Weeks during the whole or part of which the Agency Worker is supplied by one or more Temporary Work Agencies to the relevant Hirer to work temporarily for and under the supervision and direction of the relevant Hirer in the same role, and as further defined in the Schedule to these Terms;

  • Conversion Period means the period of time commencing on the eighth day after the Offer Date and terminating on the Expiry Date;

  • Aggregate Option Exercise Price means an amount equal to the aggregate dollar amount of the exercise price on all Company Options outstanding immediately prior to the Effective Time.

  • Automatic Exercise Applicable; and means that for each Expiration Date, a number of Warrants equal to the Daily Number of Warrants for such Expiration Date will be deemed to be automatically exercised at the Expiration Time on such Expiration Date.

  • Post-Closing Period means any taxable period (or portion thereof) beginning after the Closing Date.

  • Option Period means the period during which an Option may be exercised.

  • Founder Shares Lock-up Period means, with respect to the Founder Shares, the period ending on the earlier of (A) one year after the completion of the Company’s initial Business Combination and (B) subsequent to the Business Combination, (x) if the closing price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property.

  • Initial Warrant Exercise Date means __________, 1997.

  • Option Term means a period, if any, through which this Agreement may be or has been extended by the JBE.

  • Warrant Expiration Date means 5:00 P.M. (New York time) on __________, 2001 or the Redemption Date as defined in Section 8, whichever is earlier; provided that if such date shall in the State of New York be a holiday or a day on which banks are authorized or required to close, then 5:00 P.M. (New York time) on the next following day which in the State of New York is not a holiday or a day on which banks are authorized or required to close. Upon notice to all warrantholders the Company shall have the right to extend the warrant expiration date.