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

Pro Forma Adjustments for Acquisitions and Dispositions. To the extent 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 arising out of events which are directly attributable to the acquisition or the disposition 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), 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 (or twelve month, as applicable) period.

Appears in 1 contract

Samples: Credit Agreement (Ethan Allen Interiors Inc)

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Pro Forma Adjustments for Acquisitions and Dispositions. To the extent Holdings 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 consecutive calendar months, if as applicable) , of Holdings the Borrowers most recently ended, the Rent Adjusted Leverage Ratio and Fixed Charge Coverage Ratio RatioEBITDA 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 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 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 four-quarter (or twelve month, as applicable) period.

Appears in 1 contract

Samples: Credit Agreement (CSS Industries Inc)

Pro Forma Adjustments for Acquisitions and Dispositions. To Solely for purposes of Section 6.12(c), to the extent Holdings 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 (or twelve consecutive months, if applicable) of Holdings the Borrower most recently ended, the Rent Adjusted Total Leverage Ratio and Fixed Charge 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 disposition 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 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 four-quarter (or twelve month, as applicable) period.

Appears in 1 contract

Samples: Credit Agreement (Rand Worldwide Inc)

Pro Forma Adjustments for Acquisitions and Dispositions. To the extent Holdings 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 (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 arising which (i) arise 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 SECSEC or (Y) otherwise reasonably acceptable to the Required Lenders, and as (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 four-quarter (or twelve month, as applicable) 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 6.10, to the extent Holdings 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 (or twelve consecutive months, if applicable) of Holdings the Borrower most recently ended, the Rent Adjusted Leverage Ratio and 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 arising out of events which are directly attributable to the acquisition or the disposition 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 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 four-quarter (or twelve month, as applicable) period.

Appears in 1 contract

Samples: Credit Agreement (Virtusa Corp)

Pro Forma Adjustments for Acquisitions and Dispositions. To the extent Holdings 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 (or twelve consecutive months, if applicable) of Holdings the Borrower most recently ended, the Rent Adjusted Senior Secured Net Leverage Ratio, Total Net Leverage Ratio and Fixed Charge Coverage Ratio all other financial calculations 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 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 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 four-quarter (or twelve month, as applicable) period.

Appears in 1 contract

Samples: Loan Agreement (Akorn Inc)

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