Specified Acquisition definition
Specified Acquisition means one or more acquisitions of assets, equity interests, entities, operating lines or divisions in any fiscal quarter for an aggregate purchase price of not less than $200,000,000 (it being understood that such consideration shall be determined based on the payment made at the time of the transaction, without regard to any subsequent or earnout payments).
Specified Acquisition means (a) any acquisition for consideration equal to or greater than $50,000,000 or (b) any other acquisition designed as a “Specified Acquisition” by the Borrower in the applicable Compliance Certificate.
Specified Acquisition means any acquisition or exchange of assets, entities, Equity Interests or operating lines of business for a purchase price of not less than $25,000,000.
Examples of Specified Acquisition in a sentence
The proceeds of the Loans made under this Agreement will be used by the Borrower (i) to finance a portion of the consideration payable under the Acquisition Agreement, (ii) to finance the Acquired Company Debt Repayment, (iii) to pay fees, costs and expenses relating to the Specified Acquisition, this Agreement and any related transactions and (iv) to the extent of the remaining proceeds, for general corporate purposes of the Borrower and its Subsidiaries.
Each Lender party hereto, constituting the Required Lenders and the Specified Acquisition Delayed Term Loan Lenders affected by the amendments hereunder, by their execution hereof, hereby authorizes and directs the Agent to execute and deliver this Amendment on the date hereof.
All references herein to the Borrower and its Subsidiaries on the Funding Date shall be deemed to be references to such Persons, and all the representations and warranties of the Borrower contained in this Agreement on the Funding Date shall be deemed made, in each case, after giving effect to the Specified Acquisition, the incurrence of the Loans hereunder and the related transactions, unless the context otherwise requires.
More Definitions of Specified Acquisition
Specified Acquisition means, at the election of Borrower, one or more acquisitions of assets or entities or operating lines or divisions in any rolling 12-month period for an aggregate purchase price of not less than $100,000,000; provided, in the event the Debt Coverage Ratio exceeds 5.00 to 1.00 at the end of any fiscal quarter in which one or more acquisitions otherwise qualifying as a Specified Acquisition but for Borrower’s failure to so elect shall have occurred, Borrower shall be deemed to have so elected a Specified Acquisition with respect thereto; provided, further, following the election (or deemed election) of a Specified Acquisition, Borrower may not elect (or be deemed to have elected) a subsequent Specified Acquisition unless, at the time of such subsequent election, the Debt Coverage Ratio does not exceed 5.00 to 1.00. For purposes of calculating such ratio the Project Finance Subsidiaries shall be disregarded; however, such exclusion does not apply to, and there shall be included in such calculation, the amount of cash dividends or distributions payable with respect to such a period by a Project Finance Subsidiary which are actually received by the Borrower or a Subsidiary (other than a Project Finance Subsidiary) on or prior to the date the financial statements with respect to such period referred to in Section 5.01 are required to be delivered by Borrower. For purposes of this Section 6.07, if during any period of four fiscal quarters the Borrower or any Subsidiary acquires any Person (or any interest in any Person) or all or substantially all of the assets of any Person, the EBITDA attributable to such assets or an amount equal to the percentage of ownership of the Borrower or a Subsidiary, as the case may be, in such Person times the EBITDA of such Person, for such period determined on a pro forma basis (which determination, in each case, shall be subject to approval of the Administrative Agent, not to be unreasonably withheld) may be included as Consolidated EBITDA for such period as if such acquisition occurred on the first day of such four fiscal quarter period; provided that during the portion of such period that follows such acquisition, the computation in respect of the EBITDA of such Person or such assets, as the case may be, shall be made on the basis of actual (rather than pro forma) results. In addition, for purposes of this Section 6.07, Hybrid Securities up to an aggregate amount of 15% of Consolidated Total Capitalization shall be excluded from...
Specified Acquisition means an Acquisition by the Borrower, a Subsidiary, an Unrestricted Subsidiary or a joint venture in which the Borrower or any Subsidiary owns Equity Interests for a purchase price of not less than $50,000,000.
Specified Acquisition has the meaning specified in Section 7.11(b).
Specified Acquisition means any Acquisition made by the Borrower or any of its Restricted Subsidiaries in which the Acquisition Consideration therefor exceeds $50,000,000.
Specified Acquisition has the meaning set forth in Section 5.09.
Specified Acquisition means any single acquisition by the Borrower or a Subsidiary of the Borrower (x) of any Person (the “Target”) that is in the same line or lines of business as the Borrower or in the judgment of the Borrower related line or lines of business, (y) as to which such Target’s board of directors has not objected and (z) that involves cash payments, as of the date of the closing thereof, to the seller or sellers of the Target in excess of $225,000,000.
Specified Acquisition means an acquisition of a portfolio of Hotel Assets (whether by purchasing such properties directly or by acquiring an entity or entities that owns such properties) with a minimum gross purchase price of $150,000,000.