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SEC Filings

8-K
NN INC filed this Form 8-K on 10/20/2015
Entire Document
 


(2) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions), but other than by way of merger or consolidation, of all or substantially all of the assets of the Company to any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) (other than a Restricted Subsidiary of the Company) (whether or not otherwise in compliance with the provisions of this Indenture); or

(3) the approval by the holders of Capital Stock of the Company of any plan or proposal for the liquidation or dissolution of the Company (whether or not otherwise in compliance with the provisions of this Indenture).

Clearstream” means Clearstream Banking, S.A.

Company” means NN, Inc., and any and all successors thereto.

Consolidated EBITDA” means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication:

(1) provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

(2) the Fixed Charges of such Person and its Restricted Subsidiaries for such period, to the extent that such Fixed Charges were deducted in computing such Consolidated Net Income; plus

(3) depreciation, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash charges and expenses of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash charges and expenses were deducted in computing such Consolidated Net Income; plus

(4) foreign exchange losses resulting from converting foreign currency-based income to U.S. dollar-based income to the extent such amounts were deducted in computing Consolidated Net Income; plus

(5) all costs and expenses arising from or related to Transactions, including, without limitation, the issuance of the Notes and the incurrence of the Credit Facilities, to the extent such costs and expenses were deducted in computing Consolidated Net Income; plus

(6) to the extent non-recurring and not capitalized, any fees, costs and expenses of the Company and its Restricted Subsidiaries incurred as a result of Permitted Investments and Asset Sales permitted hereunder and the issuance, repayment or amendment of Equity Interests or Indebtedness permitted hereunder (in each case, whether or not consummated), to the extent such fees, costs and expenses were deduced in computing Consolidated Net Income; minus

(7) foreign exchange gains resulting from converting foreign currency-based income to U.S. dollar-based income to the extent such amounts were included in computing Consolidated Net Income; minus

(8) non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business,

in each case, on a consolidated basis and determined in accordance with GAAP.

 

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