Specified Quarter definition

Specified Quarter means a fiscal quarter of Holdings during which a Material Acquisition has been consummated by the Borrower or one of its Restricted Subsidiaries.
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Specified Quarter means a fiscal quarter of the Company during which an Acquisition has been consummated and the aggregate consideration paid or to be paid in respect of such Acquisition is equal to or greater than $500,000,000.
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Specified Quarter means a fiscal quarter of Holdings during which an acquisition or purchase permitted by Section 6.03(g) has been consummated by Holdings or one of its Subsidiaries and the aggregate cash consideration and indebtedness assumed in accordance with the terms of this Agreement in respect of such acquisition or purchase is equal to or greater than $35,000,000.
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Examples of Specified Quarter in a sentence

  • If at the end of any fiscal quarter of the Borrower (beginning with the quarter ending June 30, 1997) prior to the first anniversary of the Closing Date the aggregate principal amount of the Loans shall exceed the Threshold Amount (each such fiscal quarter, a "Specified Quarter"), then the Borrower shall (subject to Sections 2.08 and 5.05 hereof) prepay a principal amount of the Loans and accrued interest thereon in an aggregate amount equal to 100% of Excess Cash Flow for such specified quarter.


More Definitions of Specified Quarter

Specified Quarter shall have the meaning provided in the definition of Distributable Free Cash Flow.
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Specified Quarter means the fourth fiscal quarter of 2020 based on actual numbers to the extent the testing date is in 2021 and, to the extent the testing date is in 2020 based on actual numbers for such portion of the fiscal quarter prior to the Closing Date, and based on reasonable pro forma projections for such portion of the fiscal quarter after the Closing Date. “Consolidated EBITDAX” shall be calculated on a building annualized basis so that (i) for a testing date in 2020 or a testing date in the first fiscal quarter of 2021 (up to but not including the last day of the first fiscal quarter of 2021), Consolidated EBITDAX for such quarter shall be calculated by multiplying Consolidated EBITDAX for the Specified Quarter by four, (ii) for a testing date on the last day of the first fiscal quarter of 2021 or the second fiscal quarter of 2021 (up to but not including the last of the second fiscal quarter of 2021), Consolidated EBITDAX for such quarter shall be calculated by multiplying Consolidated EBITDAX for the first fiscal quarter of 2021 by four, (iii) for a testing date on the last day of the second fiscal quarter or in the third fiscal quarter of 2021 (up to but not including the last day of the third fiscal quarter), Consolidated EBITDAX for the such quarter shall be calculated by multiplying Consolidated EBITDAX for the first two fiscal quarters in 2021 by two and (iv) for a testing date on the last day of the third fiscal quarter of 2021 or the fourth fiscal quarter of 2021 (up to but not including the last day of the fourth fiscal quarter), the first three fiscal quarters of 2021 multiplied by four divided by three or (b) for a testing date on any date thereafter, Consolidated EBITDAX for the immediately preceding four fiscal quarter period. Negative Covenants: Subject to the Documentation Principles, to be substantially the same as the Prepetition Credit Agreement to be limited to:
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Specified Quarter means a fiscal quarter of the Borrower during which an acquisition has been consummated by the Borrower or one of its Subsidiaries and the aggregate consideration paid or to be paid in respect of such acquisition is equal to or greater than $150,000,000.
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Specified Quarter means the last fiscal quarter of the most recent Test Period ended on or prior to the termination of the Covenant Relief Period. “UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person subject to IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms. “UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution. (b) The last sentence of the definition of “Additional Term Loan Commitment Fee Rate” in Section 1.01 of the Existing Credit Agreement is hereby amended by inserting “; provided, further, that during the Covenant Relief Period and the Extended Restricted Period, ‘Pricing Level 1’ (as set forth above) shall apply” immediately before the period at the end thereof. (c) The last sentence of the definition of “Applicable Rate” in Section 1.01 of the Existing Credit Agreement is hereby amended by inserting “; provided, further, that during the Covenant Relief Period and the Extended Restricted Period, ‘Pricing Level 1’ (as set forth above) shall apply” immediately before the period at the end thereof. (d) The definition of “Bail-In Action” in Section 1.01 of the Existing Credit Agreement is hereby amended by replacing “EEA Resolution Authority” with “Resolution Authority” and replacing “EEA Financial Institution” with “Affected Financial Institution”. (e) The definition of “Bail-In Legislation” in Section 1.01 of the Existing Credit Agreement is hereby amended and restated in its entirety as follows: “Bail-In Legislation” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, rule, regulation or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, inves...
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Specified Quarter means a fiscal quarter of the Borrower during which an acquisition has been consummated by the Borrower or one of its Subsidiaries and the aggregate consideration paid or to be paid in respect of such acquisition, together with the aggregate consideration paid or to be paid in respect of certain acquisitions consummated by the Borrower or one of its Subsidiaries during the 90 day period immediately preceding the date of the consummation of such acquisition (if any) and specifically identified by the Borrower (collectively, the “Specified Acquisitions”) is equal to or greater than $150,000,000 (and the Borrower shall provide to the Administrative Agent a pro forma compliance certificate in respect of such Specified Acquisitions). For the avoidance of doubt, no Specified Acquisition in respect of any Specified Quarter (or consideration paid or to be paid in respect of any such Specified Acquisition in respect of any Specified Quarter) may be designated as a Specified Acquisition in respect of any other Specified Quarter.
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Related to Specified Quarter

  • Fiscal Quarter means a fiscal quarter of any Fiscal Year.

  • Quarterly Period the period of three months commencing on 1 January, 1 April, 1 July and 1 October.

  • Calendar Quarter means each period of three (3) consecutive calendar months, ending March 31, June 30, September 30, and December 31.

  • Contract Quarter means a three-month period that commences on January 1, April 1, July 1, or October 1 and ends on March 31, June 30, September 30, or December 31, respectively.

  • Planning Period Quarter means any of the following three month periods in the Planning Period: June, July and August; September, October and November; December, January and February; or March, April and May.

  • Fiscal Quarters means the period from January 1 to March 31, April 1 to June 30, July 1 to September 30 and October 1 to December 31 of the applicable year.

  • Financial Quarter means the period commencing on the day after one Quarter Date and ending on the next Quarter Date.

  • Quarter means, unless the context requires otherwise, a fiscal quarter of the Partnership, or, with respect to the fiscal quarter of the Partnership which includes the Closing Date, the portion of such fiscal quarter after the Closing Date.

  • Recovery Quarter has the meaning provided in Section 2.1(a)(ii) of this Commercial Shared-Loss Agreement.

  • Earnout Period has the meaning set forth in Section 3.6(a).

  • Measurement Period shall have the meaning specified in Section 14.01(b)(i).

  • Test Period on any date of determination, the period of four consecutive fiscal quarters of the Borrower (in each case taken as one accounting period) most recently ended on or prior to such date for which financial statements have been or are required to be delivered pursuant to Section 6.1.

  • Earn-Out Period has the meaning set forth in Section 2.6.1.

  • Adjusted EBITDA means, for the twelve (12) month period preceding the calculation date, for any Person, the sum of (a) Net Income, plus (b) to the extent deducted in determining Net Income, the sum, without duplication, of such Person’s (i) Interest Expense, (ii) income tax expense, including, without limitation, taxes paid or accrued based on income, profits or capital, including state, franchise and similar taxes and foreign withholding taxes, (iii) depreciation and amortization (including, without limitation, amortization of goodwill and other intangible assets), (iv) extraordinary losses and non-recurring non-cash charges and expenses, (v) all other non-cash charges, expenses and interest (including, without limitation, any non-cash losses in respect of Hedge Agreements, non-cash impairment charges, non-cash valuation charges for stock option grants or vesting of restricted stock awards or any other non-cash compensation charges, and losses from the early extinguishment of Indebtedness), (vi) non-recurring integration costs and expenses resulting from operational changes and improvements (including, without limitation, severance costs and business optimization expenses) and (vii) non-recurring charges and expenses, restructuring charges, transaction expenses (including, without limitation, transaction expenses incurred in connection with any merger or acquisition) and underwriters’ fees, and severance and retention payments in connection with any merger or acquisition, in each case for such period, less extraordinary gains and cash payments (not otherwise deducted in determining Net Income) made during such period with respect to non-cash charges that were added back in a prior period; provided, however, (A) with respect to any Person that became a Subsidiary of the Borrower, or was merged with or consolidated into the Borrower or any of its Subsidiaries, during such period, or any acquisition by the Borrower or any of its Subsidiaries of the assets of any Person during such period, “Adjusted EBITDA” shall, at the option of the Borrower in respect of any or all of the foregoing, also include the Adjusted EBITDA of such Person or attributable to such assets, as applicable, during such period as if such acquisition, merger or consolidation, including any concurrent transaction entered into by such Person or with respect to such assets as part of such acquisition, merger or consolidation, had occurred on the first day of such period and (B) with respect to any Person that has ceased to be a Subsidiary of the Borrower during such period, or any material assets of the Borrower or any of its Subsidiaries sold or otherwise disposed of by the Borrower or any of its Subsidiaries during such period, “Adjusted EBITDA” shall exclude the Adjusted EBITDA of such Person or attributable to such assets, as applicable, during such period as if such sale or disposition of such Subsidiary or such assets had occurred on the first day of such period.

  • Run-Out Period means a period after the close of a Plan Year or other period during which Participants in a flexible spending arrangement (FSA) may request reimbursement for expenses incurred during the Period of Coverage.

  • Quarterly Valuation Date means the last Business Day of the last month of each fiscal quarter of the Trust in each fiscal year of the Trust, commencing October 31, 2001.

  • Consolidated Adjusted EBITDA means, for any period, an amount determined for Borrower and its Subsidiaries on a consolidated basis equal to Consolidated Net Income for such period, plus, (i) to the extent deducted in determining Consolidated Net Income for such period, the sum, without duplication of amounts for:

  • Adjusted Consolidated EBITDA means, for any Computation Period, Consolidated EBITDA for such Computation Period adjusted by giving effect on a pro forma basis to Acquisitions and dispositions completed during such Computation Period.

  • Sales Year means the calendar year during which the Company sold Cigarettes in a Beneficiary State requiring the deposit of QEF Principal.

  • Adjusted EBIT means, for any accounting period, net income (or net loss) of NAI and its Subsidiaries (determined on a consolidated basis), plus the amounts (if any) which, in the determination of net income (or net loss) for such period, have been deducted for (a) interest expense, (b) income tax expense (c) rent expense under leases of property, and (d) Permitted Non-Cash Charges.

  • Pro Forma Adjusted EBITDA shall have the meaning assigned to such term in Section 3.05(a).

  • Fiscal Month means any fiscal month of the Borrower.

  • Specified Acquisition Period means a period elected by the Borrower that commences on the date elected by the Borrower, by notice to the Administrative Agent, following the occurrence of a Specified Acquisition and ending on the earliest of (a) the third Quarterly Testing Date occurring after the consummation of such Specified Acquisition, (b) the date designated by the Borrower as the termination date of such Specified Acquisition Period, or (c) the Quarterly Testing Date on which the Borrower is in compliance with Section 7.09 as such compliance is determined as if such period was not a Specified Acquisition Period; provided, in the event the Leverage Ratio exceeds 5.00 to 1.00 as of the end of any Fiscal Quarter in which a Specified Acquisition has occurred, the Borrower shall be deemed to have so elected a Specified Acquisition Period with respect thereto on such last day of such Fiscal Quarter, and provided, further, following the election (or deemed election) of a Specified Acquisition Period, the Borrower may not elect (or be deemed to have elected) a subsequent Specified Acquisition Period unless, at the time of such subsequent election, the Leverage Ratio does not exceed 5.00 to 1.00; and provided further with respect to a Specified Acquisition by an Unrestricted Subsidiary or a joint venture, a Specified Acquisition Period may be elected by the Borrower (or may be deemed elected by the Borrower) only if the consideration for such Specified Acquisition is raised by the Borrower or a Subsidiary. Only one Specified Acquisition Period may be elected (or deemed elected) with respect to any particular Specified Acquisition.

  • Forecast Period means the period of three calendar months for which a Forecast is provided;