Common use of Pro Forma Adjustments for Acquisitions and Dispositions Clause in Contracts

Pro Forma Adjustments for Acquisitions and Dispositions. To the extent any Borrower or any Subsidiary makes any acquisition permitted pursuant to Section 6.04 or Disposition outside the ordinary course of business permitted by Section 6.05 during the period of four Fiscal Quarters of the Borrowers’ most recently ended Fiscal Year, the Fixed Charge Coverage Ratio, the Total Net Leverage Ratio or Secured Net Leverage Ratio, as applicable, shall be calculated after giving pro forma effect thereto (including pro forma adjustments arising out of events which are directly attributable to the acquisition or the Disposition, are factually supportable and are expected to have a continuing impact, in each case as determined on a basis consistent with Article 11 of Regulation S-X of the Securities Act of 1933, as amended, as interpreted by the SEC, and as certified by a Financial Officer of such Borrower), as if such acquisition or such Disposition (and any related incurrence, repayment or assumption of Indebtedness) had occurred in the first day of such four-quarter period.

Appears in 4 contracts

Samples: Credit Agreement and Waiver (Bed Bath & Beyond Inc), Credit Agreement and Waiver (Bed Bath & Beyond Inc), Credit Agreement and Waiver (Bed Bath & Beyond Inc)

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Pro Forma Adjustments for Acquisitions and Dispositions. To the extent any Borrower or any Subsidiary makes any acquisition permitted pursuant to Section 6.04 or Disposition outside the ordinary course of business permitted by Section 6.05 during the period of four Fiscal Quarters fiscal quarters of the Borrowers’ Borrowers most recently ended Fiscal Yearfiscal year, the Fixed Charge Coverage Ratio, the Total Net Leverage Ratio or Secured Net Leverage Ratio, as applicable, shall be calculated after giving pro forma effect thereto (including pro forma adjustments arising out of events which are directly attributable to the acquisition or the Disposition, are factually supportable and are expected to have a continuing impact, in each case as determined on a basis consistent with Article 11 of Regulation S-X of the Securities Act of 1933, as amended, as interpreted by the SEC, and as certified by a Financial Officer of such Borrower), as if such acquisition or such Disposition (and any related incurrence, repayment or assumption of Indebtedness) had occurred in the first day of such four-quarter period.

Appears in 2 contracts

Samples: Credit Agreement (Bed Bath & Beyond Inc), Credit Agreement (Bed Bath & Beyond Inc)

Pro Forma Adjustments for Acquisitions and Dispositions. To the extent any the Borrower or any Subsidiary makes any acquisition permitted pursuant to Section 6.04 or Disposition disposition of assets outside the ordinary course of business permitted by Section 6.05 during the period of four Fiscal Quarters fiscal quarters of the Borrowers’ Borrower most recently ended Fiscal Yearended, the Adjusted Leverage Ratio, the Leverage Ratio and the Fixed Charge Coverage Ratio, the Total Net Leverage Ratio or Secured Net Leverage Ratio, as applicable, shall be calculated after giving pro forma effect thereto (including pro forma adjustments arising out of events which are directly attributable to the acquisition or the Dispositiondisposition of assets, are factually supportable and are expected to have a continuing impact, in each case as determined on a basis consistent with Article 11 of Regulation S-X of the Securities Act of 1933, as amended, as interpreted by the SEC, and as certified by a Financial Officer of such BorrowerOfficer), as if such acquisition or such Disposition disposition (and any related incurrence, repayment or assumption of Indebtedness) had occurred in the first day of such four-quarter period.

Appears in 2 contracts

Samples: Credit Agreement (Kimball Electronics, Inc.), Credit Agreement (Kimball Electronics, Inc.)

Pro Forma Adjustments for Acquisitions and Dispositions. To the extent any the Borrower or any Subsidiary makes any acquisition permitted pursuant to Section 6.04 or Disposition disposition of assets outside the ordinary course of business permitted by Section 6.05 during the period of four Fiscal Quarters fiscal quarters of the Borrowers’ Borrower most recently ended Fiscal Yearended, the Fixed Charge Coverage Consolidated Leverage Ratio, the Total Net Leverage Ratio or Secured Consolidated Net Leverage Ratio, as applicable, and the Interest Coverage Ratio shall be calculated after giving pro forma effect thereto (including pro forma adjustments arising out of events which are directly attributable to the acquisition or the Dispositiondisposition of assets, are factually supportable and are expected to have a continuing impact, in each case as determined on a basis consistent with Article 11 of Regulation S-X of the Securities Act of 1933, as amended, as interpreted by the SEC, and as certified by a Financial Officer of such the Borrower), as if such acquisition or such Disposition disposition (and any related incurrence, repayment or assumption of Indebtedness) had occurred in the first day of such four-quarter period.

Appears in 1 contract

Samples: Credit Agreement (ORBCOMM Inc.)

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Pro Forma Adjustments for Acquisitions and Dispositions. To the extent any Borrower or any Subsidiary makes any acquisition permitted pursuant to Section 6.04 or Disposition disposition of assets outside the ordinary course of business permitted by Section 6.05 during the period of four Fiscal Quarters (4) fiscal quarters of the Borrowers’ Borrowers most recently ended Fiscal Yearended, each of the Secured Leverage Ratio and the Fixed Charge Coverage Ratio, the Total Net Leverage Ratio or Secured Net Leverage Ratio, as applicableif required to be calculated herein, shall be calculated after giving pro forma effect thereto (including pro forma adjustments arising out of events which are directly attributable to the acquisition or the Dispositiondisposition of assets, are factually supportable and are expected to have a continuing impact, in each case as determined on a basis consistent with Article 11 of Regulation S-X of the Securities Act of 1933, as amended, as interpreted by the SEC, and as certified by a Financial Officer of such Borrowerthe Company), as if such acquisition or such Disposition disposition (and any related incurrence, repayment or assumption of Indebtedness) had occurred in the first day of such four-quarter period.

Appears in 1 contract

Samples: Credit Agreement (American Eagle Outfitters Inc)

Pro Forma Adjustments for Acquisitions and Dispositions. To the extent any the Borrower or any Subsidiary makes any acquisition permitted pursuant to Section 6.04 or Disposition disposition of assets outside the ordinary course of business permitted by Section 6.05 during the period of four Fiscal Quarters fiscal quarters of the Borrowers’ Holdings most recently ended Fiscal Yearended, the Fixed Charge Coverage Ratio, the Total Net Leverage Ratio or and Net Senior Secured Net Leverage Ratio, as applicable, Ratio shall be calculated after giving pro forma effect thereto (including pro forma adjustments arising which (i) arise out of events which are directly attributable to the acquisition or the Dispositiondisposition of assets, (ii) (X) are factually supportable and are expected to have a continuing impact, in each case as determined on a basis consistent with Article 11 of Regulation S-X of the Securities Act of 1933, as amended, as interpreted by the SECSEC or (Y) otherwise reasonably acceptable to the Required Lenders, and as (iii) are certified by a Financial Officer of such BorrowerOfficer), as if such acquisition or such Disposition disposition (and any related incurrence, repayment or assumption of Indebtedness) had occurred in the first day of such four-quarter period.

Appears in 1 contract

Samples: Term Loan Credit Agreement (Global Brass & Copper Holdings, Inc.)

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