Specified Transaction Conditions with respect to the permissibility hereunder of any Specified Transaction, the satisfaction of the following conditions (except as indicated): (a) no Default or Event of Default exists at the time of or would result from the making of such Specified Transaction, (b) immediately after giving effect to such Specified Transaction, Intermediate Holdings and its Restricted Subsidiaries shall, on a consolidated basis, have a Fixed Charge Coverage Ratio of not less than 1.00:1.00 as calculated on a Pro Forma Basis for the Fixed Charge Coverage Ratio Test Period then most recently ended and (c) immediately after giving effect to such Specified Transaction, Availability (on the date of such action or proposed action) and, if an Average Availability Test Trigger exists at the time of such Specified Transaction, Average Period Availability (for the 30-day period ending on the date of such action or proposed action) as calculated on a Pro Forma Basis, shall not be less than the greater of (i) $22,500,000 and (ii) 15% of the Commitments at such time; provided, further, that such Specified Transaction shall be permitted irrespective of clause (b) of this definition so long as Availability (on the date of such action or proposed action) and, if an Average Availability Test Trigger exists at the time of such Specified Transaction, Average Period Availability (for the 30-day period ending on the date of such action or proposed action) as calculated on a Pro Forma Basis, shall not be less than the greater of (i) $30,000,000 and (ii) 20% of the Commitments at such time.
Specified Transaction Conditions means, at the time of determination with respect to any specified transaction or payment, that (a) no Default or Event of Default then exists or would arise as a result of entering into such transaction or the making of such payment, and (b) after giving effect to such transaction or payment, (i) Pro Forma Excess Availability shall be equal to or greater than 12.5% of the Loan Cap and (ii) if the Pro Forma Excess Availability is less than 17.5% of the Loan Cap, the Consolidated Fixed Charge Coverage Ratio, as projected on a Pro-Forma Basis for the twelve fiscal months (or, if only quarterly financial statements are then required to be delivered, on a rolling four quarter basis) preceding such transaction or payment, is equal to or greater than 1.0:1.0. Prior to undertaking any transaction or payment which is subject to the Specified Transaction Conditions, the Loan Parties shall deliver to the Agent a certificate from the Chief Financial Officer of the Borrower evidencing satisfaction of the conditions contained in clause (b) above, if applicable, on a basis (including, without limitation, giving due consideration to results for prior periods) reasonably satisfactory to the Administrative Agent in good faith (which approval shall not be unreasonably withheld or delayed).
Specified Transaction Conditions means each of the following, as at the close of business on the last Business Day of the month for which financial statements have most recently been delivered pursuant to Section 6.01, calculated on a pro forma basis: (a) Tangible Net Worth shall not be less than [***]; (b) Net Liquidity shall not be less than [***]; (c) the Leverage Ratio shall not exceed [***]; and (d) the Asset Coverage Ratio shall not be less than [***].
Examples of Specified Transaction Conditions in a sentence
If such notice is given by the Borrower, the Borrower shall make such prepayment specified in such notice shall be due and payable on the date specified therein, subject to compliance with the Specified Transaction Conditions.
Notwithstanding the foregoing provisions of this Section 10.2.3, (i) the Restricted Payments described in preceding clauses (a)(i), (a)(ii), (b)(vi) and (b)(x) shall only be permitted to the extent that, in addition to the other requests set forth in this Section 10.2.3 applicable thereto, the Specified Transaction Conditions shall have been satisfied in connection therewith.
Amend, modify or otherwise change any of its Organic Documents as in effect on the Closing Date in any manner materially adverse to the Lenders; except that Holdings may amend such Organic Documents as necessary to permit one or more issuances of preferred Equity Interests, so long as such issuance is not otherwise prohibited hereunder and any applicable Specified Transaction Conditions shall have been satisfied in connection therewith.
Amend, modify or otherwise change any of its Organic Documents as in effect on the Restatement Date in any manner materially adverse to the Lenders; except that Holdings may amend such Organic Documents as necessary to permit one or more issuances of preferred Equity Interests, so long as such issuance is not otherwise prohibited hereunder and any applicable Specified Transaction Conditions shall have been satisfied in connection therewith.
Average Availability Test Trigger: with respect to the Specified Transaction Conditions, any time that Average Period Availability is (for a one-day period) less than the greater of (i) $45,000,000 and (ii) 30% of the Commitments on the date of such action or proposed action.
More Definitions of Specified Transaction Conditions
Specified Transaction Conditions means, with respect to any of the Specified Transactions, the following conditions:
Specified Transaction Conditions means, at the time of determination with respect to any specified transaction or payment, that (a) no Default or Event of Default then exists or would arise as a result of entering into such transaction or the making of such payment and (b) either (i) (A) the Lead Borrower shall be in compliance with the financial covenant set forth in Section 7.11 after giving effect to such transaction or payment on a Pro Forma Basis (regardless of whether such covenant is otherwise required to be tested pursuant to Section 7.11) and (B) after giving effect to such transaction or payment, Pro Forma Excess Availability shall be at least the greater of (x) 12.5% of the Line Cap and (y) $18,000,000 or (ii) after giving effect to such transaction or payment, Pro Forma Excess Availability shall be at least the greater of (x) 17.5% of the Line Cap and (y) $26,000,000. Prior to undertaking any transaction or payment which is subject to the Specified Transaction Conditions, the Loan Parties shall deliver to the Agent a certificate from the Chief Financial Officer of the Lead Borrower certifying satisfaction of the conditions contained in clause (a) above and providing calculation evidencing satisfaction of the conditions contained in clause (b) above, on a basis (including, without limitation, giving due consideration to results for prior periods) reasonably satisfactory to the Administrative Agent in good faith (which approval shall not be unreasonably withheld or delayed).
Specified Transaction Conditions means, at the time of determination, with respect to any specified transaction or payment, that is subject to the Specified Transaction Conditions, the requirements that: (a) no Default or Event of Default then exists or would arise as a result of entering into such transaction or the making of such payment, and (b) after giving effect to such transaction or payment, (i) Pro Forma Excess Availability shall be equal to or greater than 12.5% of the Combined Loan Cap and (ii) if the Pro Forma Excess Availability is less than 17.5% of the Combined Loan Cap, the Consolidated Fixed Charge Coverage Ratio, as projecteddetermined on 63 US\OMARAR\2185v1621.23 9947677.1410 a Pro-Forma Basis for the twelve (12) fiscal months (or, if only quarterly financial statements are then required to be delivered, on a rolling four (4) quarter basis) preceding such transaction or payment, is equal to or greater than 1.00:1.00. Prior to undertaking any transaction or payment which is subject to the Specified Transaction Conditions, the Loan Parties shall deliver to the Administrative Agent a certificate from the Chief Financial Officer of the Borrower evidencing satisfaction of the conditions contained in clause (b) above, if applicable, on a basis (including, without limitation, giving due consideration to results for prior periods) reasonably satisfactory to the Administrative Agent in good faith (which approval shall not be unreasonably withheld or delayed).
Specified Transaction Conditions with respect to the permissibility hereunder of any Specified Transaction, the satisfaction of the following conditions (except as indicated): (a) no Default or Event of Default exists at the time of or would result from the making of such Specified Transaction, (b) immediately after giving effect to such Specified Transaction, Holdings and its Subsidiaries shall, on a consolidated basis, have a Fixed Charge Coverage Ratio of not less than 1.00:1.00 as calculated on a Pro Forma Basis for the Fixed Charge Coverage Ratio Test Period then most recently ended, (c) immediately after giving effect to such Specified Transaction (except with respect to the Specified Transaction specified in clause (g) of the definition thereof), Availability (on the date of such action or proposed action) and, if an Average Availability Test Trigger exists at the time of such Specified Transaction, Average Period Availability (for the 30-day period ending on the date of such action or proposed action) as calculated on a Pro Forma Basis, shall not be less than the greater of (i) $22,500,000 and (ii) 15% of the Commitments at such time and (d) solely with respect to Specified Transactions specified in clauses (a)-(i) of the definition thereof, in each case in an amount involving $20,000,000 or more (whether as part of the same transaction or series of related transactions), Agent shall have received within five (5) days of the effectiveness of the applicable transaction a certificate of a Senior Officer of Loan Party Agent certifying as to compliance with preceding clauses (a) through (c) and demonstrating (in reasonable detail) the calculations required by preceding clauses (b) and (c); provided, further, that such Specified Transaction shall be permitted irrespective of clause (b) of this definition so long as Availability (on the date of such action or proposed action) and, if an Average Availability Test Trigger exists at the time of such Specified Transaction, Average Period Availability (for the 30-day period ending on the date of such action or proposed action) as calculated on a Pro Forma Basis, shall not be less than the greater of (i) $30,000,000 and (ii) 20% of the Commitments at such time. Sterling or £: the lawful currency of the United Kingdom of Great Britain and Northern Ireland.
Specified Transaction Conditions means, at the time of determination, with respect to any specified transaction or payment that is subject to the Specified Transaction Conditions, the requirements that: (a) no Default or Event of Default then exists or would arise as a result of entering into such transaction or the making of such payment, and (b) after giving effect to such transaction or payment, (i) Pro Forma Excess Availability shall be equal to or greater than 12.5% of the Combined Loan Cap and (ii) if the Pro Forma Excess Availability is less than 17.5% of the Combined Loan Cap, the Consolidated Fixed Charge Coverage Ratio, as determined on a Pro-Forma Basis for the twelve (12) fiscal months (or, if only quarterly financial statements are then required to be delivered, on a rolling four (4) quarter basis) preceding such transaction or payment, is equal to or greater than 1.00:1.00. Prior to undertaking any transaction or payment which is subject to the Specified Transaction Conditions, the Loan Parties shall deliver to the Administrative Agent a certificate from the Chief Financial Officer of the Borrower evidencing satisfaction of the conditions contained in clause (b) above, if applicable, on a basis (including, without limitation, giving due consideration to results for prior periods) reasonably satisfactory to the Administrative Agent in good faith (which approval shall not be unreasonably withheld or delayed).
Specified Transaction Conditions means, at the time of determination with respect to any specified transaction or payment, that (a) no Default or Event of Default then exists or would arise as a result of entering into such transaction or the making of such payment, (b) after giving effect to such transaction or payment, (i) Pro Forma Excess Availability shall be equal to or greater than 15% of the Loan Cap and (ii) the Consolidated Fixed Charge Coverage Ratio, as projected on a Pro-Forma Basis for the twelve fiscal months (or, if only quarterly financial statements are then required to be delivered, on a rolling four quarter basis) preceding such transaction or payment, is equal to or greater than 1.0:1.0. Prior to undertaking any transaction or payment which is subject to the Restricted Payment Conditions, the Loan Parties shall deliver to the Agent a certificate from the Chief Financial Officer of the Borrower evidencing satisfaction of the conditions contained in clause (b) above on a basis (including, without limitation, giving due consideration to results for prior periods) reasonably satisfactory to the Administrative Agent in good faith (which approval shall not be unreasonably withheld or delayed).
Specified Transaction Conditions means, at the time of determination with respect to any specified transaction or payment, that (a) no Default or Event of Default then exists or would arise as a result of entering into such transaction or the making of such payment and (b) either (i) (A) the Lead Borrower shall be in compliance with the financial covenant set forth in Section 7.11 after giving effect to such transaction or payment on a Pro Forma Basis (regardless of whether such covenant is otherwise required to be tested pursuant to Section 7.11) and (B) after giving effect to such transaction or payment, Pro Forma Excess Availability shall be at least the greater of (x) 12.5% of the Line Cap and (y) $20,000,00035,000,000 or (ii) after giving effect to such transaction or payment, Pro Forma Excess Availability shall be at least the greater of (x) 17.5% of the Line Cap and (y) $28,000,000.40,000,000. Prior to undertaking any transaction or payment which is subject to the Specified Transaction Conditions, the Loan Parties shall deliver to the Administrative Agent a certificate from the Chief Financial Officer of the Lead Borrower certifying satisfaction of the conditions contained in clause (a) above and providing calculation evidencing satisfaction of the conditions contained in clause (b) above, on a basis (including, without limitation, giving due consideration to results for prior periods) reasonably satisfactory to the Administrative Agent in good faith (which approval shall not be unreasonably withheld or delayed). 363 “Sponsor” means AEA.