Specified Restructuring Certificate definition

Specified Restructuring Certificate means a certificate of the Company, in form and substance reasonably satisfactory to the Agent, describing in reasonable detail any proposed restructuring of Holdings, the Company and/or its Subsidiaries, setting forth the amount and basis of the cost savings expected to arise therefrom and certifying all other matters required in a Pro Forma Adjustment Certificate.

Related to Specified Restructuring Certificate

  • Specified Acquisition Agreement Representations means such of the representations and warranties made by, or with respect to, the Company and its Subsidiaries in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates has the right to terminate its (or their) obligations under the Acquisition Agreement, or decline to consummate the Acquisition in accordance with the terms of the Acquisition Agreement, as a result of a breach of such representations and warranties.

  • Pro Forma Compliance Certificate means a certificate of a Responsible Officer of the Borrower containing reasonably detailed calculations of the financial covenants set forth in Section 8.11 recomputed as of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b) after giving effect to the applicable transaction on a Pro Forma Basis.

  • Closing Certificate means the closing certificate of the Company in the form of Exhibit B hereto.

  • Pricing Certificate means a certificate in the form of Exhibit E, properly completed and signed by a Senior Officer or his or her designated representative of Borrower.

  • Corresponding Certificate With respect to each REMIC II Regular Interest (other than REMIC II Regular Interests AA, ZZ and IO), the Certificate with the corresponding designation. With respect to each REMIC III Regular Interest (other than the Class C Interest and the Class IO Interest), the related Certificate representing an ownership therein.

  • Permitted Lock-Up Agreement means an agreement between a Person and one or more holders of Voting Shares pursuant to which such holders (each a “Locked-Up Person”) agree to deposit or tender Voting Shares to a Take-Over Bid (the “Lock-Up Bid”) made or to be made by such Person or any of such Person’s Affiliates or Associates or any other Person with which such Person is acting jointly or in concert, provided that:

  • Collateral Acquisition Agreements means each of the agreements entered into by the Issuer in relation to the purchase by the Issuer of Collateral Debt Obligations from time to time.

  • 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.

  • Permitted Restructuring means the completion of: (a) an offer made by, or on behalf of, an Eligible Company to all (or as nearly as may be practicable all) of the shareholders of the Issuer (or, if the Issuer is not then the Ultimate Owner, to the shareholders of the then Ultimate Owner) to acquire the whole (or as nearly as may be practicable the whole) of the issued ordinary share capital of the Issuer (or, if the Issuer is not then the Ultimate Owner, the then Ultimate Owner’s issued ordinary share capital) other than those already held by or on behalf of such Eligible Company; or (b) a reorganisation or restructuring whether by way of a scheme of arrangement or otherwise pursuant to which an Eligible Company acquires all (or as nearly as may be practicable all) of the issued ordinary share capital of the Issuer (or, if the Issuer is not then the Ultimate Owner, the then Ultimate Owner’s issued share capital) other than those already held by such Eligible Company or pursuant to which all (or as nearly as may be practicable all) of the issued ordinary share capital of the Issuer (or if the Issuer is not then the Ultimate Owner, the then Ultimate Owner’s issued capital) not held by the New Holding Company is cancelled;

  • 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).

  • Subsidiary Financing Agreement means the agreement to be entered into between the Borrower and PPWSA pursuant to Section 3.02 of this Agreement, as the same may be amended from time to time, and such term includes all schedules to the Subsidiary Financing Agreement.

  • Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.

  • Borrowing Certificate means a Borrowing Certificate substantially in the form of Exhibit A.

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).

  • Alternative Acquisition Agreement shall have the meaning set forth in Section 6.5(c).

  • business acquisition report means a completed Form 51-102F4 Business Acquisition Report;

  • U.S. Tax Compliance Certificate has the meaning specified in Section 3.01(e)(ii)(B)(III).

  • Definitive Acquisition Agreement means any definitive written agreement entered into by the Company that is conditioned on the approval by the holders of not less than a majority of the outstanding shares of Common Stock at a meeting of the stockholders of the Company with respect to (i) a merger, consolidation, recapitalization, reorganization, share exchange, business combination or similar transaction involving the Company or (ii) the acquisition in any manner, directly or indirectly, of more than 50% of the consolidated total assets (including, without limitation, equity securities of its subsidiaries) of the Company and its Subsidiaries.

  • Qualified Financial Contract means a qualified financial contract as defined in 12 U.S.C. Section 1821(e)(8)(D).

  • Modified Restructuring Maturity Limitation Date means with respect to a Reference Obligation, the date that is the later of (x) the Scheduled Maturity Date of the Notes and (y) 60 months following the Restructuring Date in the case of a Restructured Bond or Loan, or 30 months following the Restructuring Date in the case of all other Reference Obligations.

  • Corresponding Certificates As identified in the Preliminary Statement with respect to any Lower-Tier Regular Interest or Component.

  • Servicing Certificate A certificate completed and executed by a Servicing Officer on behalf of the Master Servicer in accordance with Section 4.01 of the Servicing Agreement.

  • Tax Compliance Certificate as defined in Section 5.9.2(b)(iii).

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • Final Acceptance Certificate means the certificate that shall be issued by the Engineer to the Contractor upon the satisfactory completion of the contract by the Contractor.

  • Permitted Acquisition Documents means with respect to any acquisition proposed by the Borrower or any Subsidiary Guarantor, final copies or substantially final drafts if not executed at the required time of delivery of the purchase agreement, sale agreement, merger agreement or other agreement evidencing such acquisition, including, without limitation, all legal opinions and each other document executed, delivered, contemplated by or prepared in connection therewith and any amendment, modification or supplement to any of the foregoing.