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

Pro Forma Adjustments for Acquisitions and Dispositions. To the extent the Borrower or any Subsidiary makes any acquisition permitted pursuant to Section 6.04 or disposition of assets outside the ordinary course of business permitted by Section 6.05 during the period of four fiscal quarters of Holdings most recently ended, the Fixed Charge Coverage Ratio shall be calculated after giving pro forma effect thereto (including pro forma adjustments which (i) arise out of events which are directly attributable to the acquisition or the disposition of assets, (ii) (X) are 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 or (Y) otherwise reasonably acceptable to the Required Lenders, and (iii) are certified by a Financial Officer), 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 1 contract

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

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Pro Forma Adjustments for Acquisitions and Dispositions. To Solely for purposes of Section 6.12(c), to the extent the Borrower or any Subsidiary makes any acquisition permitted pursuant to Section 6.04 or disposition of assets outside the ordinary course of business permitted by Section 6.05 during the period of four (4) fiscal quarters of Holdings the Borrower most recently ended, the Fixed Charge Coverage Total Leverage Ratio shall be calculated after giving pro forma effect thereto (including pro forma adjustments which (i) arise arising out of events which are directly attributable to the acquisition or the disposition 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 SEC or (Y) otherwise reasonably acceptable to the Required LendersSEC, and (iii) are as certified by a Financial OfficerOfficer of the Borrower), as if such acquisition or such disposition (and any related incurrence, repayment or assumption of Indebtedness) had occurred in on the first day of such four-quarter period.

Appears in 1 contract

Samples: Credit Agreement (Rand Worldwide Inc)

Pro Forma Adjustments for Acquisitions and Dispositions. To the extent the Borrower or any Subsidiary makes any acquisition permitted pursuant to Section 6.04 or disposition of assets outside the ordinary course of business permitted by Section 6.05 6.03 during the period of four fiscal quarters of Holdings the Borrower most recently ended, the Fixed Charge Coverage Senior Secured Net Leverage Ratio, Total Net Leverage Ratio and all other financial calculations shall be calculated after giving pro forma effect thereto (including pro forma adjustments which (i) arise arising out of events which are directly attributable to the acquisition or the disposition 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 SEC or (Y) otherwise reasonably acceptable to the Required LendersSEC, and (iii) are as certified by a Financial OfficerOfficer of the 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 1 contract

Samples: Loan Agreement (Akorn Inc)

Pro Forma Adjustments for Acquisitions and Dispositions. To Solely for purposes of Section 6.10, to the extent the Borrower or any Subsidiary makes any acquisition permitted pursuant to Section 6.04 6.4 or disposition of assets outside the ordinary course of business permitted by Section 6.05 6.12 during the period of four fiscal quarters of Holdings the Borrower most recently ended, the Fixed Charge Coverage Ratio financial covenants set forth in Section 6.10 shall be calculated after giving pro forma effect thereto (including pro forma adjustments which (i) arise arising out of events which are directly attributable to the acquisition or the disposition 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 SEC or (Y) otherwise reasonably acceptable to the Required LendersSEC, and (iii) are as certified by a Financial OfficerOfficer of the 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 1 contract

Samples: Credit Agreement (Virtusa Corp)

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Pro Forma Adjustments for Acquisitions and Dispositions. To the extent the Borrower Holdings or any Subsidiary makes any acquisition permitted pursuant to Section 6.04 or disposition of assets outside the ordinary course of business permitted by Section 6.05 during the period of four fiscal quarters (or twelve consecutive months, if applicable) of Holdings most recently ended, the Rent Adjusted Leverage Ratio and Fixed Charge Coverage Ratio shall be calculated after giving pro forma effect thereto (including pro forma adjustments which (i) arise arising out of events which are directly attributable to the acquisition or the disposition 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 SEC or (Y) otherwise reasonably acceptable to the Required LendersSEC, and (iii) are as certified by a Financial Officer), 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-four quarter (or twelve month, as applicable) period.

Appears in 1 contract

Samples: Credit Agreement (Ethan Allen Interiors Inc)

Pro Forma Adjustments for Acquisitions and Dispositions. To the extent the any Borrower or any Subsidiary makes any acquisition permitted pursuant to Section 6.04 or disposition (including by a Division) of assets outside the ordinary course of business permitted by Section 6.05 during the period of four fiscal quarters or twelve calendar months, as applicable, of Holdings the Borrowers most recently ended, the Fixed Charge Coverage Ratio Leverage RatioEBITDA shall be calculated after giving pro forma effect thereto (including pro forma adjustments which (i) arise arising out of events which are directly attributable to the acquisition or the disposition 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 SEC or (Y) otherwise reasonably acceptable to the Required LendersSEC, and (iii) are as certified by a Financial OfficerOfficer 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 1 contract

Samples: Credit Agreement (CSS Industries Inc)

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