Pro Forma Acquisition EBITDA means Consolidated EBITDA (calculated in the same manner as Consolidated EBITDA) attributable to the target of each Permitted Acquisition consummated during the one (1) year period preceding the date of determination calculated solely for a number of months immediately preceding the consummation of the applicable Permitted Acquisition, which number equals twelve (12) minus the number of months following the consummation of the applicable Permitted Acquisition for which financial statements of Borrower and its Subsidiaries have been delivered to the Administrative Agent pursuant to Section 6.01(b).
Pro Forma Acquisition EBITDA means EBITDA (calculated in the same manner as EBITDA is calculated on Exhibit B) attributable to each Permitted Acquisition (with such pro forma adjustments inconsistent with the foregoing requirement requiring consent in writing by Agent) consummated during the one (1) year period preceding the date of determination calculated solely for a number of months immediately preceding the consummation of the applicable Permitted Acquisition, which number equals twelve (12) minus the number of months following the consummation of the applicable Permitted Acquisition for which financial statements of Borrower and the other Credit Parties have been delivered to Agent pursuant to Section 4.1.
Pro Forma Acquisition EBITDA means with respect to any entity or business unit acquired or to be acquired in a Permitted Acquisition, the amount of Consolidated EBITDA of such entity or business unit (as if such entity or business unit were the Borrower) determined by the Borrower and acceptable to the Administrative Agent in its reasonable discretion, based upon and derived from financial information delivered to the Administrative Agent prior to consummation of such Permitted Acquisition for the four-quarter period ending on the last day of the immediately preceding fiscal quarter of such entity or business unit for which such financial information for such entity or business unit has been delivered to the Administrative Agent, adjusted by the estimated amount of non-recurring revenues and expenditures with respect to the business of such entity or business unit, as calculated by the Borrower and acceptable to the Administrative Agent in its reasonable discretion. On each subsequent determination date occurring within one year after the consummation of a Permitted Acquisition, the entity's Pro Forma Acquisition EBITDA shall include the Pro Forma Acquisition EBITDA only for those fiscal quarters in the trailing four-quarter period occurring prior to the closing of such Permitted Acquisition.
Examples of Pro Forma Acquisition EBITDA in a sentence
All defined terms used in the calculation of the financial covenants set forth in Section 7.13 hereof shall be calculated on a historical pro forma basis giving effect, during any Measurement Period that includes any Permitted Acquisition, to the inclusion of the actual historical results of the Person or line of business so acquired and which amounts shall include adjustments as contemplated by the Pro Forma Acquisition EBITDA definition.
Unless the amount so calculated is disputed by any Stockholder by written notice given to the other Stockholders within 30 days of its being so certified, it shall, subject to Section 7.1, be final and binding in calculating Pro Forma Acquisition EBITDA for the Entry Relevant Period.
All defined terms used in the calculation of the financial covenants set forth in Section 7.11 hereof shall be calculated on a historical pro forma basis giving effect, during any Measurement Period that includes any Permitted Acquisition, to the actual historical results of the Person or line of business so acquired and which amounts shall include adjustments as contemplated by the Pro Forma Acquisition EBITDA definition.
If such amount is so disputed by written notice as aforesaid, such dispute shall be resolved in accordance with Section 3.5(b), and the resolution process thereby provided shall determine Acquisition EBITDA for such twelve calendar month period, which amount shall, subject to Section 7.1, be final and binding on the parties in calculating Pro Forma Acquisition EBITDA for the Entry Relevant Period.
Unless the amount so calculated is disputed by any Stockholder by written notice given to the other Stockholders within 30 days of its being so notified but in no event later than 60 days after the Notification Date, it shall, subject to Section 7.1, be final and binding in calculating Pro Forma Acquisition EBITDA for the Entry Relevant Period.
More Definitions of Pro Forma Acquisition EBITDA
Pro Forma Acquisition EBITDA means, for any Applicable Measuring Period, to the extent not included in the calculation of Consolidated EBITDA, other pro forma adjustments subject to the Agent’s approval (not to be unreasonably withheld), the Consolidated EBITDA of Persons acquired during the period of determination (each such Person acquired and not subsequently disposed of, an “Acquired Person”) (plus, any non-recurring, duplicative or eliminated private company expenses related to the Consolidated EBITDA of such acquired Person (such as owner compensation and pro forma operating cost savings and including pro forma cost reductions)) to the extent such expenses will not continue to be incurred following such acquisition; provided, that, for purposes of calculating Consolidated EBITDA, an amount equal to $7,500,000 related to Big Run Power Producers LLC shall be added to the calculation of Consolidated EBITDA for the end of the month during which the start of commercial operations occurs, and shall be amortized evenly thereafter at the end of each month thereafter for the following twelve (12) months until it is $0.
Pro Forma Acquisition EBITDA means with respect to any entity or business unit acquired or to be acquired in a Permitted Acquisition, the amount of Consolidated EBITDA of such entity or business unit (as if such entity or business unit were Terex) determined by Terex and acceptable to the Administrative Agent in its reasonable discretion, based upon and derived from financial information delivered to Administrative Agent prior to consummation of such Permitted Acquisition for the four-quarter period ending on the last day of the immediately preceding fiscal quarter of such entity or business unit for which such financial information for such entity or business unit has been delivered to the Administrative Agent, adjusted by the estimated amount of non-recurring revenues and expenditures with respect to the business of such entity or business unit, as calculated by Terex and acceptable to Administrative Agent in its reasonable discretion. On each subsequent determination date occurring within one year after the consummation of a Permitted Acquisition, the entity's Pro Forma Acquisition EBITDA shall include the Pro Forma Acquisition EBITDA only for those fiscal quarters in the trailing four-quarter period occurring prior to the closing of such Permitted Acquisition. "Pro Rata Percentage" of any Revolving Credit Lender at any time shall mean the percentage of the Total Revolving Credit Commitment represented by such Lender's Revolving Credit Commitment.
Pro Forma Acquisition EBITDA means (i) EBITDA attributable to each Permitted Acquisition (with such pro forma adjustments as are reasonably acceptable to Agent, as indicated by its written approval thereof, based upon data presented to Agent to its reasonable satisfaction) consummated during the one (1) year period preceding the date of determination calculated solely for a number of months immediately preceding the consummation of the applicable Permitted Acquisition, which number equals twelve (12) minus the number of months following the consummation of the applicable Permitted Acquisition for which financial statements of Holdings and its Subsidiaries have been delivered to Agent pursuant to Section 4.1 and (ii) for purposes of determining compliance with Section 6.1, EBITDA of the Target of any proposed Permitted Acquisition (adjusted with such pro forma adjustments as are reasonably acceptable to Agent based upon data presented to Agent to its reasonable satisfaction) calculated for the twelve (12) months immediately preceding the consummation of the proposed Permitted Acquisition.
Pro Forma Acquisition EBITDA has the meaning provided in the Compliance Certificate.
Pro Forma Acquisition EBITDA means Consolidated EBITDA (calculated in the same manner as Consolidated EBITDA) attributable to the target of each Permitted Acquisition consummated during the one (1) year period preceding the date of determination calculated solely for a number of months immediately preceding the consummation of the applicable Permitted Acquisition, which number equals twelve (12) minus the number of months following the consummation of the applicable Permitted Acquisition for which financial statements of Borrower and its Subsidiaries have been delivered to the Lender pursuant to Section 6.01(b).
Pro Forma Acquisition EBITDA means, for any period, to the extent that such amounts are ascertainable either from audited financial statements, or unaudited financial statements in form and content satisfactory to Bank, in its sole discretion, and to the extent not included in the calculation of Borrower’s EBITDA, the EBITDA of Persons acquired during the period of determination, plus, subject to Bank’s approval, which may be granted or withheld in Bank’s sole discretion, any non-recurring, private company expenses related to the EBITDA of such acquired Person (such as owner compensation and pro forma operating cost savings) to the extent such expenses will not continue subsequent to such acquisition.
Pro Forma Acquisition EBITDA attributable to Con-way shall be deemed to be $285,000 for each fiscal month commencing with the fiscal month of August 2005 through and including the fiscal month of July 2006.”