Section 1.1 Certain Definitions Sample Clauses

Section 1.1 Certain Definitions. Section 1.1 of the Agreement is amended to include the following definitions:
Sample 1
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Section 1.1 Certain Definitions. The following definitions set forth in Section 1.1 of the Credit Agreement are hereby amended in their entirety to read as follows: Consolidated Adjusted EBITDA for any period of determination shall mean Consolidated EBITDA adjusted to include (without duplication) the pro forma effects of acquisitions and divestitures made during such period, excluding the Consolidated EBITDA of divested Persons, but including historical Consolidated EBITDA of acquired Persons. To the extent required pursuant to Section 8.2.6(ii)(g) which sets forth parameters for Permitted Acquisitions, such adjustment shall be subject to the acquired Consolidated EBITDA (i) having been audited by an independent certified public accountant for the most recently ended fiscal year available, or (ii) being supported by a third party due diligence report delivered by a nationally recognized firm or otherwise in form and substance satisfactory to the Administrative Agent or such other report as may be reasonably acceptable to the Administrative Agent, or (iii) being approved by the Required Lenders. Any such adjustment to Consolidated EBITDA shall be made for four (4) fiscal quarters, starting with the fiscal quarter in which the transaction giving rise to such adjustment was consummated. Notwithstanding anything to the contrary contained herein, the Consolidated Adjusted EBITDA may also include the pro forma cost synergies to be realized in connection with Permitted Acquisitions, subject, however to a 12-month realization period and such calculations being supported by a third party due diligence report delivered by a nationally recognized firm or otherwise in form and substance satisfactory to the Administrative Agent or such other report as may be reasonably acceptable to the Administrative Agent, and, provided further, that the amounts included shall not in the aggregate exceed 10.0% of Consolidated Adjusted EBITDA (calculated without giving effect to such inclusion).
Sample 1
Section 1.1 Certain Definitions. Section 1.1 of the Stockholders Agreement is amended by amending the definition of “Existing Investors,” in its entirety to read as follows:
Sample 1

Related to Section 1.1 Certain Definitions

  • Certain Definitions For purposes of this Agreement, the following terms have the meanings indicated:

  • Captions: Certain Definitions The captions of the various sections and paragraphs of this Agreement have been inserted only for the purposes of convenience; such captions are not a part of this Agreement and shall not be deemed in any manner to modify, explain, enlarge or restrict any of the provisions of this Agreement. As used in this Agreement the term “person” shall mean and include an individual, a partnership, a joint venture, a corporation, a limited liability company, a trust, an unincorporated organization and a government or any department or agency thereof.

  • Certain Defined Terms As used in this Agreement, the following terms shall have the following meanings:

  • Certain Defined Terms Used in Lock-up Agreement For purposes of the letter agreement to which this Annex A is attached and of which it is made a part:

  • Amendment of Certain Definitions Section. ------------------------------------------

  • Certain Additional Definitions As used in this Agreement, the following terms shall have the respective meanings ascribed thereto in the respective sections of this Agreement set forth opposite each such term below: Term Section Accounting Firm Section 2.7(c)(iv) Agreement Preamble Budget Commitment Section 2.8(b) Certificate of Merger Section 2.4 CGCL Section 3.2(a) Change in the Company Recommendation Section 6.4(b) Claim Certificate Section 9.4(a) Claim Dispute Notice Section 9.4(b) Closing Section 2.3 Closing Date Section 2.3 Closing Date Schedule Section 2.7(b) Company Preamble Company Board of Directors Section 4.2(a) Company Board Recommendation Section 4.2(b) Company Certificates Section 2.6(b)(ii) Company Disclosure Schedule Article IV Company Financial Statements Section 4.5(a) Company Indemnified Parties Section 6.6(a) Company Material Contract(s) Section 4.14(a) Company Stockholder Approval Recitals Consideration Spreadsheet Section 6.12 Continuing Employee Section 6.13(a) Determination Section 2.7(c)(iv) Dispute Notice Section 2.7(c)(ii) Dissenting Shares Section 3.2(a) Effective Time Section 2.4 Effectiveness Period Section 2.9(d) Employee Options Payment Amount Section 3.1(a)(iii) Enforceability Exceptions Section 4.2(a) Equityholders Representative Recitals Estimated Closing Debt Section 2.7(a) Estimated Net Working Capital Amount Section 2.7(a) Estimated Net Working Capital Deficit Section 2.7(a) Estimated Net Working Capital Surplus Section 2.7(a) Estimated Unpaid Company Transaction Expenses Section 2.7(a) Excess Payment Section 2.7(d)(ii) Expiration Date Section 9.1 FCPA Section 4.22(a) Holder of Registrable Securities Section 2.9(g) Indemnitee Section 9.5 Indemnitor Section 9.5 Invoice Section 6.10 Joinder and Release Agreement Recitals Lease Section 4.15 Leased Real Property Section 4.15 Letter of Transmittal Section 3.1(b)(i) Liens Section 4.11(e) Major Suppliers Section 4.23 Material Product and Trial Information Section 4.21(g) Merger Recitals Term Section Merger Sub Preamble New Plans Section 6.13(b) 6.13(b) Non-Competition and Non-Solicitation Agreements Recitals Non-Solicitation Agreement Recitals Offer Letter Recitals Option Cancellation Agreement Section 3.1(a)(iii) Option Consideration Section 2.6(d)(i) Option Payment Section 2.6(d)(i) Option Shares Section 2.6(d)(i) Optionholder Section 2.6(d)(i) Optionholder Deliverables Section 3.1(b)(ii)B Options Payment Amount Section 2.6(d)(i) Outside Date Section 8.1(d) Parent Preamble Parent Acquisition Section 2.8(c)(ii) Parent Disclosure Schedule Article V Parent Prepared Returns Section 6.8

  • ARTICLE I DEFINITIONS 1 SECTION 1.01.

  • UCC Definitions Unless otherwise defined herein or the context otherwise requires, terms for which meanings are provided in the UCC are used in this Security Agreement, including its preamble and recitals, with such meanings.

  • Transfer Definitions For purposes of this Article 7 “

  • Amendments to Section 1: Definitions A. Subsection 1.1 of the Credit Agreement is hereby amended by adding thereto the following definitions, which shall be inserted in proper alphabetical order:

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