Pro Forma Adjustments means, for any applicable period that includes all or any part of a Fiscal Quarter included in any Post-Acquisition Period, with respect to the Acquired EBITDA of the applicable Acquired Entity or the Consolidated EBITDA of the Borrower and its Restricted Subsidiaries, the pro forma increase or decrease in such Acquired EBITDA or such Consolidated EBITDA of the Borrower and its Restricted Subsidiaries, as the case may be, projected by the Borrower in good faith as a result of (a) actions taken (or commenced) during such Post-Acquisition Period for the purposes of realizing reasonably identifiable cost savings, operating expense reductions, other operating improvements and initiatives and synergies projected by the Borrower in good faith or (b) any additional costs incurred during such Post-Acquisition Period, in each case in connection with the combination of the operations of such Acquired Entity with the operations of the Borrower and its Restricted Subsidiaries; provided that (i) so long as such actions are taken (or commenced) during such Post-Acquisition Period or such costs are incurred (or commenced) during such Post-Acquisition Period, as applicable, the cost savings, operating expense reduction, other operating improvements and initiatives and synergies related to such actions or such additional costs, as applicable, it may be assumed, for purposes of projecting such pro forma increase or decrease in such Acquired EBITDA or such Consolidated EBITDA of the Borrower and its Restricted Subsidiaries, as the case may be, that such costs savings, operating expense reductions, other operating improvements and initiatives and synergies will be realizable during the entirety of such period, or such additional costs, as applicable, will be incurred during the entirety of such period and (ii) any such pro forma increase or decrease to such Acquired EBITDA or such Consolidated EBITDA of the Borrower and its Restricted Subsidiaries, as the case may be, shall be without duplication for cost savings or additional costs already included in such Acquired EBITDA or such Consolidated EBITDA of the Borrower and its Restricted Subsidiaries, as the case may be, for such period; and provided further that any such increase, decrease and other adjustments of such Acquired EBITDA or such Consolidated EBITDA of the Borrower and its Restricted Subsidiaries, as the case may be, either (x) would be permitted to be included in pro forma financial statements prepared in accordan...
Pro Forma Adjustments shall have the meaning set forth in the definition of Pro Forma Basis.
Pro Forma Adjustments means, without duplication, with respect to any period, (a) adjustments calculated in accordance with Regulations S-X under the Securities Act of 1933, as amended and (b) the net reduction in costs and other operating improvements or synergies that have been realized or are reasonably anticipated to be realized in good faith with respect to a Specified Transaction within twelve months of the date of such Specified Transaction, as if all such reductions in costs had been effected as of the beginning of such period, decreased by any incremental expenses incurred or to be incurred during such four-quarter period in order to achieve such reduction in costs.
Examples of Pro Forma Adjustments in a sentence
The pro forma adjustments presented in the pro forma condensed combined balance sheet and statement of operations are described in Note 2— Pro Forma Adjustments.
The Company shall have, as of the Determination Date, Tangible Common Equity, after giving effect to the Pro Forma Adjustments (the “Pro Forma Capitalization”), of at least $1,990,000,000.
For purposes of determining Pro Forma Compliance and any testing of any ratios in the Incurrence Based Incremental Amount, (a) it shall be assumed that all commitments under any Incremental Revolving Facility then being established are fully drawn and (b) the cash proceeds of any Incremental Facility shall be excluded from “net” Indebtedness in determining whether such Incremental Facility can be incurred (provided that the use of proceeds thereof and any other Pro Forma Adjustments shall be included).
Pro forma adjustments are discussed below under Note 2, Pro Forma Adjustments and Assumptions.
The unaudited consolidated balance sheet of the Borrower as at June 30, 1999 and the Pro Forma June 30, 1999 Balance Sheet, previously furnished to the Lenders, present fairly the unaudited consolidated financial condition of the Borrower and the unaudited consolidated pro forma financial condition of the Borrower giving effect to the Pro Forma Adjustments as at said date, all in accordance with GAAP.
More Definitions of Pro Forma Adjustments
Pro Forma Adjustments means reasonable adjustments for (a) non-recurring or extraordinary expenses, (b) operating efficiencies, (c) census levels and (d) per diem rates.
Pro Forma Adjustments. (a) to the extent (i) factually supportable and certified by the chief financial officer of the Borrower in detail reasonably acceptable to the Administrative Agent, and (ii) realizable (or a plan for realization has been established) within 180 days after the applicable Acquisition or conversion, cost savings reasonably expected to result from operational efficiencies expected to be created by employee terminations, facilities consolidations and closings, standardization of employee benefits and compensation policies, consolidation of property, casualty and other insurance coverage and policies, reductions in taxes other than income taxes and other cost savings reasonably expected to be realized for such period from all acquisitions of an acquired entity or business or (b) in the case of any Acquisition of an Acquired Entity or Business for which the actual Acquired EBITDA cannot be determined due to the absence of reliable financial statements, an adjustment pursuant to clause (A) of the last sentence of the definition of Consolidated EBITDA (in lieu of the actual Acquired EBITDA for such Acquired Entity or Business and any adjustments pursuant to clause (a) above), equal to the Acquired EBITDA for such Acquired Entity or Business for the relevant period preceding the date of such Acquisition, as estimated in good faith by the chief financial officer of the Borrower based upon the facts applicable to the Acquired Entity or Business as of the date of such Acquisition (as though such facts applied during the period preceding such date), and set forth in a schedule, in detail reasonably acceptable to the Administrative Agent, identifying the facts (and any relevant assumptions) upon which such estimate is based and the calculation of such estimate, and certified by such chief financial officer to be prepared in good faith; provided, however, that clause (b) above shall not apply for any Acquisition involving an Acquired Entity or Business with Acquired EBITDA that would exceed $4,000,000 for a period of four consecutive fiscal quarters.
Pro Forma Adjustments means adjustments to EBITDA reflecting any non-recurring costs, any extraordinary expenses, any synergies, cost savings, operating expense reductions or other operating improvements in connection with such Permitted Acquisitions and such other adjustments reasonably acceptable to the Administrative Agent in connection with any Permitted Acquisitions and any asset disposition permitted pursuant to Section 10.5 closed during such period that are reasonably identifiable and factually supportable and otherwise calculated on a basis consistent with GAAP and Regulation S-X of the Securities Exchange Act of 1934, as amended, or as approved by the Administrative Agent.
Pro Forma Adjustments means, in respect of any Relevant Period, the pro forma Cash EBITDA for the remainder of that Relevant Period for all portfolios without full twelve (12) months trading for a Group Company.
Pro Forma Adjustments means the adjustments made to the unaudited consolidated balance sheet of the Borrower as at June 30, 1999 in order to prepare the Pro Forma June 30, 1999 Balance Sheet.
Pro Forma Adjustments means, for purposes of calculating compliance with any financial covenant or financial term:
Pro Forma Adjustments means, for any applicable period of measurement that includes all or any part of a fiscal quarter included in the Post-Acquisition Period, adjustments to the Consolidated EBITDA that are (i) are consistent with Regulation S-X or (ii) cost savings or synergies that are factually supportable, reasonably identifiable and set forth in a certificate of a Financial Officer of the Borrower delivered to Administrative Agent and have been realized at the time of the pro forma calculation or are reasonably expected to be realized within twelve months following the consummation of the transaction to which such pro forma calculation relates, net of additional costs incurred during such Post-Acquisition Period, in each case in connection with the combination of the operations of such Acquired Entity or Business with the operations of the Borrower and its Restricted Subsidiaries and, in each case, which are expected to have a continuing impact on the consolidated financial results of the Borrower, calculated assuming that such actions had been taken on, or such costs had been incurred since, the first day of such period; provided that (x) any such pro forma increase or decrease to such Consolidated EBITDA shall be without duplication for cost savings or additional costs already included in such Consolidated EBITDA for such period of measurement and (y) the increase pursuant to clause (ii) shall not exceed 10% of Consolidated EBITDA before giving effect to such increase.