Accounting for Acquisitions Sample Clauses

Accounting for Acquisitions. With respect to any Acquisition consummated on or after the Closing Date and prior to the Facility Termination Date, the following shall apply:
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Accounting for Acquisitions. With respect to any Acquisition consummated on or after the Effective Date, the following shall apply:
Sample 1Sample 2Sample 3See All (5)
Accounting for Acquisitions. 35 1.4 Accounting for Derivatives...................................................36
Sample 1
Accounting for Acquisitions. With respect to any Acquisition consummated on or after the Closing Date and so long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, the following shall apply:
Sample 1
Accounting for Acquisitions. With respect to any Acquisition having a Cost of Acquisition of at least $50,000,000 consummated on or after the Closing Date, for each of the four fiscal quarter periods ending next following the date of any Acquisition, (x) Consolidated EBITDA shall include the historical results of operations of the Person or assets so acquired, and which amounts may include such adjustments as are permitted under Regulation S-X of the SEC and reasonably satisfactory to the Administrative Agent but (y) for purposes of determining compliance with the provisions of Section 7.12(a), any increase in Consolidated Net Income resulting solely from such pro forma treatment of such Acquisition shall be disregarded. 1.04
Sample 1
Accounting for Acquisitions. With respect to any Acquisition consummated on or after the Closing Date and prior to the Facility Termination Date in accordance with SECTION 10.2 hereof, the following shall apply:
Sample 1
Accounting for Acquisitions. With respect to any Acquisition consummated on or after the Closing Date and prior to the Facility Termination Date in accordance with SECTION 10.2 hereof, the following shall apply: (a) As to each Acquisition that is accounted for as a "purchase," for each of the four Four-Quarter Periods ending next following the date of such Acquisition, (i) Consolidated EBITDA shall include the results of operations of the Person or assets so acquired on a historical pro forma basis as if such Acquisition had been consummated as a "pooling of interests" but (ii) for purposes of determining compliance with the provisions of SECTION 10.1(c), any increase in Consolidated Net Income resulting solely from such pro forma treatment of such Acquisition shall be disregarded; and (b) For each of the four Four-Quarter Periods ending next following the date of each Acquisition, Consolidated Interest Expense and Consolidated Cash Interest Expense shall include the results of operations of the Person or assets so acquired, which amounts shall be determined on a historical pro forma basis as if such Acquisition had been consummated as a "pooling of interests;" provided, however, Consolidated Interest Expense and Consolidated Cash Interest Expense shall be adjusted on a historical pro forma basis to (i) eliminate cash interest expense accrued during such period on any Indebtedness repaid in connection with such Acquisition and (ii) include cash interest expense on any Indebtedness (including Indebtedness hereunder) incurred, acquired or assumed in connection with such Acquisition ("Incremental Debt") calculated (x) as if all such Incremental Debt had been incurred as of the first day of such Four-Quarter Period and (y) at the following interest rates: (i) for all periods subsequent to the date of the Acquisition and for Incremental Debt assumed or acquired in the Acquisition and in effect prior to the date of Acquisition, at the actual rates of interest applicable thereto, and (ii) for all periods prior to the actual incurrence of such Incremental Debt, equal to the average daily rate of interest actually applicable to such Incremental Debt hereunder or under other financing documents applicable thereto as at the end of each affected Four-Quarter Period, as the case may be. S-34 <PAGE> 42 ARTICLE II THE CREDIT FACILITIES --------------------- 2.1.
Sample 1
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Related to Accounting for Acquisitions

  • Mergers, Consolidations, Sales of Assets and Acquisitions (a) Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person, except that (i) the Borrower and any Subsidiary may purchase and sell Hydrocarbons and other inventory in the ordinary course of business and (ii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (x) any wholly owned Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (y) any wholly owned Subsidiary may merge into or consolidate with any other wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Subsidiary and no person other than the Borrower or a wholly owned Subsidiary receives any consideration (provided that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party) and (z) the Borrower and the Subsidiaries may make Permitted Business Investments in accordance with Section 6.04.

  • Investments and Acquisitions The Borrower will not, nor will it permit any Subsidiary to, make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Acquisition of any Person, except:

  • Mergers, Acquisitions, Sales, etc The Borrower will not be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any stock of any class of, or any partnership or joint venture interest in, any other Person, or, sell, transfer, convey or lease all or any substantial part of its assets, or sell or assign with or without recourse any Loan, Contracts, Related Security or other Collateral or any interest therein (other than pursuant to and in accordance with the Transaction Documents).

  • Fundamental Changes and Acquisitions Such Obligor will not, and will not permit any of its Subsidiaries to, (i) enter into any transaction of merger, amalgamation or consolidation (ii) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or (iii) make any Acquisition or otherwise acquire any business or substantially all the property from, or capital stock of, or be a party to any acquisition of, any Person, except:

  • Investments; Acquisitions Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, or acquire, by purchase or otherwise, all or substantially all the business, property or fixed assets of, or Capital Stock of any Person, or any division or line of business of any Person except:

  • Mergers and Acquisitions The Borrower will not, and will not permit any of its Subsidiaries to, become a party to any merger or consolidation, or agree to or effect any asset acquisition or stock acquisition (other than the acquisition of assets in the ordinary course of business consistent with past practices) except the merger or consolidation of one or more of the Subsidiaries of the Borrower with and into the Borrower, or the merger or consolidation of two or more Subsidiaries of the Borrower.

  • Liquidations, Mergers, Consolidations, Acquisitions Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, dissolve, liquidate or wind-up its affairs, or become a party to any merger or consolidation, or acquire by purchase, lease or otherwise all or substantially all of the assets or capital stock of any other Person, provided that

  • Approved Acquisitions Notwithstanding anything contained herein to the contrary, upon the consummation of any merger or other acquisition transaction of the type described in clause (A), (B) or (C) of Section 13.1 involving the Company pursuant to a merger or other acquisition agreement between the Company and any Person (or one or more of such Person’s Affiliates or Associates) which agreement has been approved by the Board prior to any Person becoming an Acquiring Person, this Agreement and the rights of holders of Rights hereunder shall be terminated in accordance with Section 7.1.

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