(A) an amount equal to 50% of Consolidated Net Income for the period (treated as one accounting period) from October 1, 2024, to the end of the most recent fiscal quarter ending prior to the date of such Restricted Payment for which consolidated financial statements are available (or, in the case such Consolidated Net Income is a deficit, minus 100% of such deficit; provided that in no event shall the amount under this clause (A) be less than zero);
(B) 100% of the aggregate amount of cash, and the fair market value of property or assets or marketable securities, received by the Company from the issue or sale of its Capital Stock or as the result of a merger or consolidation with another Person subsequent to the Issue Date or otherwise contributed to the equity (in each case, other than through the issuance of Disqualified Stock or Designated Preferred Stock) of the Company or a Restricted Subsidiary...
(ii) the aggregate amount of such Restricted Payment and all other Restricted Payments made subsequent to the Issue Date (and not returned or rescinded) (including Permitted Payments (as defined below) made pursuant to Section 3.3(b)(1) (without duplication) and (7), but excluding all other Restricted Payments made pursuant to Section 3.3(b)) would exceed the sum of (without duplication): (A) an amount equal to 50% of Consolidated Net Income for the period (treated as one accounting period) from October 1, 2024, to the end of the most recent fiscal quarter...
(a) The Company shall not, and shall not permit any of the Restricted Subsidiaries to, Incur any Indebtedness (including Acquired Indebtedness); provided, however, that the Company and any of the Restricted Subsidiaries may Incur Indebtedness (including Acquired Indebtedness), if on the date of such Incurrence and after giving pro forma effect thereto (including pro forma application of the proceeds thereof), the Consolidated Total Leverage Ratio would have been no greater than (i) prior to the Merger Closing Date, 5.00:1.00 and (ii) on and after the Merger Closing Date, 4.00:1.00;
(a) The Company shall not, and shall not permit any of the Restricted Subsidiaries to, Incur any Indebtedness (including Acquired Indebtedness); provided, however, that the Company and any of the Restricted Subsidiaries may Incur Indebtedness (including Acquired Indebtedness), if on the date of such Incurrence and after giving pro forma effect thereto (including pro forma application of the proceeds thereof), the Consolidated Total Leverage Ratio would have been no greater than (i) prior to the Merger Closing Date, 5.00:1.00 and (ii) on and after the Merger Closing Date, 4.00:1.00;
(11) Indebtedness of Non-Guarantors in an aggregate principal amount not to exceed the greater of (a) $75.0 million and (b) 20.0% of LTM EBITDA at the time of incurrence, and any Refinancing Indebtedness in respect thereof;
(14) Indebtedness in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause and then outstanding, will not exceed the greater of (i) $78.0 million and (ii) 25.0% of LTM EBITDA and any Refinancing Indebtedness in respect thereof;
(7) Indebtedness (i) represented by Capitalized Lease Obligations or Purchase Money Obligations in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this subclause (i) and then outstanding, does not exceed the greater of (x) $65.0 million and (y) 20.0% of LTM EBITDA at the time of Incurrence, and any Refinancing Indebtedness in respect thereof and (ii) arising out of Sale and Leaseback Transactions;
(10) Indebtedness in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness incurred pursuant to this clause (10) and then outstanding, will not exceed 100% of the net cash proceeds received by the Company from the issuance or sale (other than to a Restricted Subsidiary) of its Capital Stock or otherwise contributed to the equity (in each case, other than through the issuance of Disqualified Stock, Designated Preferred Stock or an Excluded Contribution) of the Company, in each case, subsequent to the Issue Date, and any Refinancing Indebtedness in respect thereof;
Permitted Liens (1) ·
p. 33(1) Liens on assets or property of a Restricted Subsidiary that is not a Guarantor securing (i) Indebtedness in an aggregate principal amount not exceeding the greater of $75.0 million and 20.0% of LTM EBITDA and (ii) other Obligations of any Restricted Subsidiary that is not a Guarantor;
Permitted Liens (22) ·
p. 37(22) Liens securing Indebtedness and other Obligations of any Non-Guarantor covering only assets of such Subsidiary securing (i) Indebtedness of such Non-Guarantor (excluding, for the avoidance of doubt, guarantee obligations in respect of Indebtedness of the Company or any Guarantor) in an aggregate principal amount not exceeding the greater of $75.0 million and 20.0% of LTM EBITDA and (ii) other obligations of such Non-Guarantor, as applicable;
Permitted Liens (31) ·
p. 38(31) Liens securing Indebtedness and other Obligations in an aggregate principal amount not to exceed the greater of (i) $31.0 million and (ii) 10.0% of LTM EBITDA at the time incurred; provided that any such Liens on the Collateral shall be subject to Applicable Intercreditor Arrangements;
provided, further, in the case of clauses (i) and (iii), that for the most recently ended four fiscal quarters for which consolidated financial statements are available (which may, at the Company’s election, be internal financial statements) immediately preceding the date of issuance of such Designated Preferred Stock or declaration of such dividends on such Refunding Capital Stock, after giving effect to such payment on a pro forma basis, the Company would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the test set forth in Section 3.2(a);
(17) (i) Restricted Payments (including loans or advances) in an aggregate amount outstanding at the time made not to exceed the greater of $50.0 million and 15.0% of LTM EBITDA at such time...
(ii) any Restricted Payments, so long as (x) immediately after giving effect to any such Restricted Payment, no Default or Event of Default shall have occurred and be continuing or would result therefrom and (y) pro forma effect to the payment of any such Restricted Payment and the incurrence of any Indebtedness the net proceeds of which are used to make such Restricted Payment, the Consolidated Total Leverage Ratio (A) prior to the Merger Closing Date, shall be no greater than 2.75:1.00 and (B) on and after the Merger Closing Date, shall be no greater than 2.00:1.00;
(19) (i) the redemption, defeasance, repurchase, exchange or other acquisition or retirement of Subordinated Indebtedness of the Company or any Guarantor in an aggregate amount outstanding at the time made, taken together with all other redemptions, defeasances, repurchases, exchanges or other acquisitions or retirements of Subordinated Indebtedness made pursuant to this clause, not to exceed the greater of $50.0 million and 15.0% of LTM EBITDA at such time...
(ii) the redemption, defeasance, repurchase, exchange or other acquisition or retirement of Subordinated Indebtedness of the Company or any Guarantor, so long as, (x) immediately after giving effect to any such Restricted Payment, no Default or Event of Default shall have occurred and be continuing or would result therefrom and (y) immediately after giving pro forma effect to the payment of any such Restricted Payment and the incurrence of any Indebtedness the net proceeds of which are used to make such Restricted Payment, the Consolidated Total Leverage Ratio shall be no greater than (A) prior to the Merger Closing Date, 3.75:1.00 and (B) on and after the Merger Closing Date, 2.50:1.00;
provided, however, that the aggregate Restricted Payments made under this clause do not exceed the greater of $31.0 million and 10.0% of LTM EBITDA in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years);
(10) (i) the declaration and payment of dividends on the common stock or common equity interests of the Company or any Parent Entity... in an amount in any fiscal year not to exceed 6.0% of the amount of net cash proceeds received by or contributed to the Company or any of its Restricted Subsidiaries from any such public offering;