PRICING CHANGES BASED ON COMPLETION OF A SPECIFIED ACQUISITION Clause Samples

PRICING CHANGES BASED ON COMPLETION OF A SPECIFIED ACQUISITION. If the Borrower completes after the effective date of Amendment No. 2 any Specified Acquisition, it will within 10 Business Days following closing of the particular Specified Acquisition deliver to the Administrative Agent a certificate of a responsible financial officer of the Borrower containing calculations in reasonable detail as to the computation of the Borrower's ratio of (x) Total Indebtedness outstanding on the date such Specified Acquisition was completed, to (y) EBITDA for the Testing Period ended on the last day of the most recent fiscal quarter of the Borrower, adjusted, to the extent necessary, to reflect on a PRO FORMA basis, consistent with the PRO FORMA requirements contained in section 9.2(f), the completion of all Specified Acquisitions as to which a closing has taken place, as if such Specified Acquisition had been completed and any Indebtedness incurred or assumed in connection therewith had been outstanding for the entire Testing Period used in the computation of such ratio. Such certificate shall be used by the Administrative Agent in the determination of any change in the Applicable Eurocurrency Margin which may be justified by the contents of such certificate. Any such change in the Applicable Eurocurrency Margin shall be determined by the Administrative Agent promptly and notified to the Borrower and the Lenders, with the effective date of such change to be such date as may be specified by the Administrative Agent upon not less than two Business Days' prior notice to the Borrower and the Lenders. Changes in the Applicable Eurocurrency Margin made pursuant to this paragraph (ii) with reference to the Borrower's EBITDA for a Testing Period ended with a particular fiscal quarter shall control over any changes in the Applicable Eurocurrency Margin which would otherwise be made pursuant to paragraph (iii) below with reference to the same Testing Period.
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Related to PRICING CHANGES BASED ON COMPLETION OF A SPECIFIED ACQUISITION

  • Term SOFR Conforming Changes In connection with the use or administration of Term SOFR, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR.

  • Conforming Changes In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.

  • Engineering Changes Customer may request that Flextronics incorporate engineering changes into the Product by providing Flextronics with a description of the proposed engineering change sufficient to permit Flextronics to evaluate its feasibility and cost. Flextronics will proceed with engineering changes when the parties have agreed upon the changes to the Specifications, delivery schedule and Product pricing and the Customer has issued a purchase order for the implementation costs.

  • Staffing Changes The Director’s prior written approval is required for the Consultant to remove, replace or add to any of its staffing identified in Attachment B of an Approved Service Order.

  • Accounting Changes; Fiscal Year No Group Member shall change its (a) accounting treatment or reporting practices, except as required by GAAP or any Requirement of Law, or (b) its fiscal year or its method for determining fiscal quarters or fiscal months.