Periodic Term SOFR Determination Day has the meaning specified in the definition of “Term SOFR”.
Periodic Term SOFR Determination Day that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day, and
Periodic Term SOFR Determination Day has the meaning specified in the definition of “Term SOFR”. “Permitted Change in Control” means any transaction which, but for the involvement of a Permitted Holder or an Affiliate of a Permitted Holder, would otherwise be a Change in Control. “Permitted Holder” means each of Xxxxxxx X. Xxxxxx XX and Xxxxxx Xxxxxx, any member of each of their respective immediate families, and each of their respective trusts, family limited partnerships or heirs. “Permitted Indebtedness” means, as applied to Borrower all Indebtedness other than the Obligations hereunder, whether such other Indebtedness is secured or unsecured, in an aggregate amount not to exceed at any one time $400,000,000.00, provided that no more than $300,000,000.00 in the original aggregate principal amount of such Indebtedness may have a stated maturity date prior to June 7, 2025. “Permitted Liens” means, as applied to any Property: (a) Liens securing Taxes (excluding any Lien imposed pursuant to any of the provisions of ERISA that would result in an Material Adverse Effect) or the claims of materialmen, mechanics, carriers, repairmen, warehousemen, or landlords or other like Liens, but which (1) are for amounts not yet due, or (2) which are being contested in good faith by appropriate proceedings and for which Borrower shall have set aside on its books adequate reserves with respect thereto in accordance with GAAP, provided that such contested claims shall not exceed an aggregate amount of $5,000,000.00; (b) Liens consisting of deposits or pledges made in the ordinary course of business in connection with, or to secure payment of, obligations under worker’s compensation, unemployment insurance, or similar legislation; (c) Liens constituting encumbrances in the nature of zoning restrictions, easements, and rights of way or restrictions of record on use of real property which do not materially detract from the value of such property or impair the use thereof in the business of Borrower; (d) Liens of record set forth in Schedule 1.1; (e) Liens created under the Loan Documents; (f) the rights of any Lessee or sublessee under any Lease to utilize any Collateral pursuant to the terms of a Lease, including, without limitation, any purchase option or other rights of a Lessee under a finance lease; (g) Liens arising in connection with legal or equitable proceedings against Borrower, which Borrower is contesting with diligence and good faith and which Liens do not have a Material Adverse Effect;
Examples of Periodic Term SOFR Determination Day in a sentence
The rate of interest provided for hereunder is subject to increase or decrease as the Term SOFR increases or decreases in an amount corresponding to the change in the Term SOFR, with such benchmark rate being determined on the Periodic Term SOFR Determination Day, and any such change will become effective on the first (1st) day of the immediately following month.
The rate of interest provided for hereunder is subject to increase or decrease as Term SOFR increases or decreases in an amount corresponding to the change in Term SOFR, with such benchmark rate being determined on the Periodic Term SOFR Determination Day, and any such change will become effective on the first (1st) day of the immediately following month.
Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any SOFR Loans shall be irrevocable on and after the related Periodic Term SOFR Determination Day, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith.
As soon as practicable after 10:00 a.m. (New York City time) on each Periodic Term SOFR Determination Day, the Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to the Borrower and each Lender.
More Definitions of Periodic Term SOFR Determination Day
Periodic Term SOFR Determination Day that is two (2) Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding Business Day is not more than three (3) Business Days prior to such Periodic Term SOFR Determination Day.
Periodic Term SOFR Determination Day has the meaning specified in the definition of “RCF Term SOFR”. “Permitted Acquisition” means any transaction or series of related transactions for the direct or indirect (a) acquisition of all or substantially all of the assets of any Person or of all or substantially all of any business or division of any Person, (b) acquisition of all or substantially all of the Equity Interests of any Person and otherwise causing such Person to become a Restricted Subsidiary or (c) merger or consolidation or any other combination with any Person, in the case of each of clauses (a), (b) and (c), if each of the following conditions is met: (1) no Default or Event of Default has occurred and is continuing or would result therefrom; and (2) as of the date the definitive agreement for such acquisition is entered into and after giving pro forma effect to such transaction, the Borrower shall be in compliance with the financial covenant set forth in Section 7.11 as of the most recent period for which financial statements were required to be delivered pursuant to Section 6.01(a) or (b) (assuming, for purposes of Section 7.11, that such transaction had occurred on the first day of such relevant period). “Permitted Holders” means, (a) Xxxxxx X. Xxxxx; (b) any of his brothers, sisters, children of brothers and sisters, grandchildren, grandnieces, grandnephews and other members of his immediate family and other descendants; (c) in the event of the incompetence or death of any of the Persons described in clauses (a) and (b), such Person’s estate, executor, administrator, committee or other personal representative; (d) any trusts created for 46 US-DOCS\117476656.1136335661.3
Periodic Term SOFR Determination Day that is two (2) Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date (as defined below) with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding Business Day is not more than three (3) Business Days prior to such Periodic Term SOFR Determination Day; provided, further, that if Term SOFR determined as provided above shall ever be less than the Floor, then Term SOFR shall be deemed to be the Floor. Notwithstanding the foregoing, in the event an Interest Rate Protection Product is entered into with respect to this Note which does not contemplate a floor rate for the floating rate portion of the interest rate swap, then the Floor designated in the preceding sentence shall not apply while such Interest Rate Protection Product is in effect.
Periodic Term SOFR Determination Day has the meaning specified in the definition of “Term SOFR”. “Permitted Acquisition” means the purchase or other acquisition, by merger, amalgamation, consolidation or otherwise, by Holdings or any Subsidiary of any Equity Interests in, or all or substantially all the -42- [EMEA_ACTIVE 302040156_13]
Periodic Term SOFR Determination Day has the meaning assigned to such term in Section 3.7(g).
Periodic Term SOFR Determination Day has the meaning assigned to such term in thedefinition of “Term SOFR.”“Permitted Alternative Incremental Facilities Debt” has the meaning assigned to suchterm in Section 6.01(b)(xxvii).“Permitted Business” means any business conducted by the Borrower or any of itsRestricted Subsidiaries that is not in contravention of Section 6.11.“Permitted Holder” means each of the Management Stockholders and any group (assuch term is used in the definition of “Change of Control”) of which any of the foregoing are members;provided that, in the case of such group and without giving effect to the existence of such group or anyother group, the Management Stockholders, collectively, have beneficial ownership of more than 50% ofthe total voting power of the Voting Stock of the Borrower or any of its direct or indirect parentcompanies. “Permitted Investments” means:(a) any Investment by the Borrower or any Restricted Subsidiary in the Borrower orany Restricted Subsidiary; provided that any Investments made pursuant to this clause (a) by anyLoan Party in any Restricted Subsidiary that is not a Loan Party, together with any Investmentsmade pursuant to clause (c) of this definition in any Restricted Subsidiary that is not or does notbecome a Loan Party, shall not exceed in the aggregate the greater of (x) $200.0 million and(y) 50% of EBITDA of the Borrower for the most recently ended Test Period for which financialstatements have been delivered;(b) any Investment in cash and Cash Equivalents or Investment Grade Securities;(c) (i) any Investment by the Borrower or any Restricted Subsidiary in any Person(or in exchange for the Equity Interests of such Person) if as a result of such Investment (A) suchPerson becomes a Restricted Subsidiary or (B) such Person, in one transaction or a series ofrelated transactions, is merged, consolidated or amalgamated with or into, or transfers orconveys substantially all of its assets to, or is liquidated into, the Borrower or a RestrictedSubsidiary; (ii) any Investment held by such Person and not acquired by such Person incontemplation of such acquisition, merger, consolidation or transfer; and (iii) any Investment bythe Borrower or any Restricted Subsidiary in exchange for all or any portion of a business if, asa result of such Investment, the assets acquired thereby become owned by the Borrower or anyRestricted Subsidiary; provided that any Investments made pursuant to this subclause (c)(i) andsubclause (c)(iii) in any Restricted Subsidiary that...
Periodic Term SOFR Determination Day has the meaning specified in the definition of “Term SOFR” in this Section 1.1. 22 0000-0000-0000.14875-3923-5757.8