Permitted Acquisition

Permitted Acquisition. Borrowers shall have Availability in an amount equal to or greater than 20% of the Maximum Revolver Amount immediately after giving effect to the consummation of the proposed Acquisition.

Permitted Acquisition. Provided that after giving effect to such acquisition, the Borrower and its subsidiaries shall be in pro forma compliance with a Secured Net Leverage Ratio not to exceed 3.00:1.00; provided further that, notwithstanding prong (i) of this definition of "Permitted Acquisitions" the True Harvest Acquisition may be funded with the proceeds of the Delayed Draw Term Loans.

Permitted Acquisition. (x) the [****] Product Acquisition; provided that such Acquisition is consummated in accordance with the terms and conditions of the [****] Product Acquisition Agreement without any material waiver, amendment or other modification thereto (unless approved in writing by the Administrative Agent prior to the effectiveness thereof, which approval may not be unreasonably withheld), and (y) any other Acquisition by the Borrower or any of its Subsidiaries; provided that, in the case of any such other... Acquisition made pursuant to this clause (y): View More

Permitted Acquisition. (i) clause (a) is amended by replacing each instance of "Leverage Ratio" with "Consolidated Net Leverage Ratio" and (ii) clauses (d), (e) and (f) are amended and restated to read as follows:(d) subject, in the case of a Limited Condition Acquisition, to Section 1.08, before and after giving effect to such Acquisition, on a Pro Forma Basis, the Borrower is in compliance with each of the covenants set forth in Article VII, measuring Consolidated Total Indebtedness for purposes of Section 7.01 as... of the date of such Acquisition and otherwise recomputing the covenants set forth in Article VII as of the last day of the most recently ended Fiscal Quarter for which financial statements are required to have been delivered pursuant to Section 6.01(a) or (b) as if such Acquisition had occurred, and any Indebtedness incurred in connection therewith was incurred, on the first day of the relevant period for testing compliance, and, to the extent the consideration for such Acquisition (including any assumed indebtedness and the fair market value of any deferred payment obligation) exceeds $10 million, the Borrower shall have delivered to the Administrative Agent a pro forma Compliance Certificate (which shall include the computation required by clause (a) above) signed by a Responsible Officer certifying to the foregoing at least five (5) days prior to the date of the consummation of such Acquisition (or such shorter period as the Administrative Agent may agree in its sole discretion);(e) at least thirty (30) days prior to the date of the consummation of such Acquisition, (or such shorter period as the Administrative Agent may agree in its sole discretion), the Borrower shall have delivered to the Administrative Agent notice of such Acquisition, together with, to the extent the consideration for such Acquisition (including any assumed indebtedness and the fair market value of any deferred payment obligation) exceeds $10 million, historical financial information and analysis with respect to the Person whose stock or assets are being acquired (provided, if historical financial information is not readily available, the Borrower may provide a reasonably detailed description of the proposed material terms of such Acquisition); (f) at least five (5) days prior to the date of the consummation of such Acquisition (or such shorter period as the Administrative Agent may agree in its sole discretion), to the extent the consideration for such Acquisition (including any assumed indebtedness and the fair market value of any deferred payment obligation) exceeds $10 million, the Borrower shall have delivered to the Administrative Agent copies of the substantially final acquisition agreement and related documents (including, to the extent applicable, financial information and analysis, environmental assessments and reports, opinions, certificates and lien searches) and information reasonably requested by the Administrative Agent prior to such date; View More