Third Amendment Acquisitions definition

Third Amendment Acquisitions means the collective reference to the Sequel Acquisition and the Tracker Acquisition.

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Third Amendment Acquisitions has the meaning ascribed to such term in the Third Amendment. “Third Amendment Effective Date” means December 29, 2021. “Total Consideration” means, with respect to an Acquisition, the sum (but without duplication) of (a) cash paid in connection with any Acquisition, (b) indebtedness payable to the seller in connection with such Acquisition, (c) the fair market value of any equity securities, including any warrants or options therefor, delivered in connection with any Acquisition, (d) the present value of covenants not to compete entered into in connection with such Acquisition or other future payments (including earn-outs and other contingent obligations of Borrower or its Subsidiaries) which are required to be made over a period of time (exclusive of salaries paid in the ordinary course of business) (discounted at the Base Rate), but only to the extent not included in clause (a), (b) or (c) above, and (e) the amount of indebtedness assumed in connection with such Acquisition. “Total Funded Debt” means, at any time the same is to be determined, the sum (but without duplication) of (a) all Indebtedness for Borrowed Money of Borrower and its Subsidiaries outstanding at such time, and (b) all Indebtedness for Borrowed Money outstanding of any other Person which is directly or indirectly guaranteed by Borrower or any of its Subsidiaries or which Borrower or any of its Subsidiaries has agreed (contingently or otherwise) to purchase or otherwise acquire or in respect of which Borrower or any of its Subsidiaries has otherwise assured a creditor against loss; provided that any amounts outstanding under the Seller Note and, unless the Borrower shall have received notice that any SBA PPP Loan will not be forgiven, such SBA PPP Loan, shall be excluded from Total Funded Debt. “Total Leverage Ratio” means, as of the last day of any fiscal quarter of Borrower, the ratio of Total Funded Debt as of the last day of such fiscal quarter to EBITDA of Borrower and its Subsidiaries for the period of four fiscal quarters then ended. “Trade Date” is defined in Section 11.10(d). “Tranche” is defined in Section 2.18(c). “UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which

Examples of Third Amendment Acquisitions in a sentence

• Borrowers represent that attached hereto as Schedule 1 is a true and correct calculation of the Adjusted Leverage Ratio described in subsection 4.3.4 of the Loan Agreement, after giving effect to the Third Amendment Acquisitions.

• Based on the attached Schedule 1, Lenders hereby consent to the Third Amendment Acquisitions, subject to the satisfaction of the conditions contained in this Third Amendment.

• This Third Amendment shall not become effective with respect to each of the Third Amendment Acquisitions unless and until all of the conditions set forth in Section 4.3 of the Loan Agreement are satisfied with respect to such Third Amendment Acquisition in a manner satisfactory to Agent as evidenced by a letter from Agent to CBC with respect thereto.