Pro Forma Balance Sheet Date definition

Pro Forma Balance Sheet Date as defined in Section 6.1.
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Pro Forma Balance Sheet Date has the meaning assigned to such term in Section 3.04(a).
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Pro Forma Balance Sheet Date shall have the meaning set forth in Section 3.7(a).
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Examples of Pro Forma Balance Sheet Date in a sentence

  • The Pro Forma Balance Sheet has been prepared in good faith based upon assumptions believed to be reasonable as of the date thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at the Pro Forma Balance Sheet Date, assuming that the events specified in the preceding sentence had actually occurred at such date.

  • There is no indebtedness or other Liabilities (whether accrued, absolute, contingent, by guarantee, indemnity or otherwise), except those (i) disclosed in the Pro Forma Balance Sheet or (ii) incurred in the Ordinary Course of Business since the Pro Forma Balance Sheet Date.

  • Except as set forth on Schedule 3.21, since the Pro Forma Balance Sheet Date: (a) the Company has operated in the Ordinary Course of Business; (b) there has not been any event, circumstance or condition that has had, or is reasonably likely to have, a Material Adverse Effect; and (c) the Company has not taken any action or failed to take any action which would have violated any of the covenants of Section 5.2 if such covenants had been given as of such date.

  • Seller has made available to Buyer a complete and accurate list of all Accounts Receivable as of the Pro Forma Balance Sheet Date, which list sets forth the aging of such Accounts Receivable.

  • Since the Pro Forma Balance Sheet Date, no supplier of goods and services named in Section 2.23 of the Seller’s Schedule has terminated or has indicated the intention to terminate their relationship with the Company.

  • Since the Pro Forma Balance Sheet Date, none of the Acquired Companies has experienced any loss or liability contingencies (as such term is used in Accounting Standards Codification 450 issued by the Financial Accounting Standards Board).

  • The claim voucher shall represent the reimbursable federal cost of the value of the work completed as of the date of the claim voucher.

  • To the Knowledge of Seller, since the Pro Forma Balance Sheet Date, no Emcore Company has entered into any Contract with respect to the Business for the purchase of goods or services other than in the Ordinary Course of Business.

  • Since the Pro Forma Balance Sheet Date, except as contemplated by this Agreement (including the Restructuring Plan) or the Ancillary Agreements, (i) the Emcore Companies have conducted the Business only in the Ordinary Course of Business and (ii) there has not been any Company Material Adverse Effect.


More Definitions of Pro Forma Balance Sheet Date

Pro Forma Balance Sheet Date means the date of the most recent balance sheet included in the Interim Financial Statements.
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Pro Forma Balance Sheet Date has the meaning set forth in Section 5.05(b). “Pro Forma Basis” and “Pro Forma Effect” means, with respect to compliance with any test or covenant or calculation of any ratio hereunder, the determination or calculation of such test, covenant or ratio (including in connection with Specified Transactions) in accordance with Section 1.10. “Pro Forma Compliance” means, with respect to the Financial Covenant, compliance on a Pro Forma Basis with such covenant in accordance with Section 1.10. “Pro Forma Financial Statements” has the meaning set forth in Section 5.05(b). “Pro Rata Share” means, with respect to each Lender at any time a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the Commitments of such Lender under the applicable Facility or Facilities at such time and the denominator of which is the amount of the Aggregate Commitments under the applicable Facility or Facilities at such time; provided that if such Commitments have been terminated, then the Pro Rata Share of each Lender shall be determined based on the Pro Rata Share of such Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof. “Projections” has the meaning set forth in Section 6.01(c). “Public Company Costs” means costs relating to compliance with the provisions of the Securities Act and the Exchange Act, in each case as applicable to companies with equity or debt securities held by the public, the rules of national securities exchange companies with listed equity or debt securities, directors’ compensation, fees and expense reimbursement, costs relating to investor relations, shareholder meetings and reports to shareholders or debtholders, directors’ and officers’ insurance, listing fees and all executive, legal and professional fees related to the foregoing. 51
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Related to Pro Forma Balance Sheet Date

  • Pro Forma Balance Sheet as defined in Section 4.1(a).

  • Interim Balance Sheet Date has the meaning set forth in Section 3.06.

  • Latest Balance Sheet Date has the meaning set forth in Section 3.10.

  • Company Balance Sheet Date means December 31, 2016.

  • Balance Sheet Date has the meaning set forth in Section 3.06.

  • Most Recent Balance Sheet Date has the meaning set forth in Section 3.6(a).

  • Parent Balance Sheet Date shall have the meaning assigned to it in Section 5.13 hereof.

  • Reference Balance Sheet Date is defined in Section 3.5.

  • Current Balance Sheet Date means September 30, 1996.

  • Company Balance Sheet means the consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2016 and the footnotes thereto set forth in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2016.

  • Interim Balance Sheet has the meaning set forth in Section 3.06.

  • Closing Date Balance Sheet has the meaning specified in Section 2.7.

  • Pro Forma Financial Statements shall have the meaning set forth in Section 5.5(b) hereof.

  • SpinCo Balance Sheet means the pro forma combined balance sheet of the SpinCo Business, including any notes and subledgers thereto, as of June 30, 2018, as presented in the Information Statement made available to the Record Holders.

  • Off-Balance Sheet Liabilities of any Person shall mean (i) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person, (ii) any liability of such Person under any Sale-Leaseback Transactions that do not create a liability on the balance sheet of such Person, (iii) any obligation under a Synthetic Lease or (iv) any obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheet of such Person.

  • Latest Balance Sheet has the meaning set forth in Section 3.4(a).

  • Unaudited Balance Sheet has the meaning set forth in Section 3.4(a)(ii).

  • Off-Balance Sheet Obligations means liabilities and obligations of the Borrower, any Subsidiary or any other Person in respect of “off-balance sheet arrangements” (as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act) which the Borrower would be required to disclose in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of the Borrower’s report on Form 10-Q or Form 10-K (or their equivalents) which the Borrower is required to file with the Securities and Exchange Commission (or any Governmental Authority substituted therefor).

  • Off-Balance Sheet Arrangement means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Borrower is a party, under which the Borrower has:

  • SEC Off-Balance Sheet Rules means the Disclosure in Management’s Discussion and Analysis About Off-Balance Sheet Arrangements, Securities Act Release No. 33-8182, 68 Fed. Reg. 5982 (Feb. 5, 2003) (codified at 17 CFR pts. 228, 229 and 249).

  • Audited Balance Sheet means the audited balance sheet of the company prepared for the purposes of the Companies Acts for a financial year unless an audited consolidated balance sheet dealing with the state of affairs of the company and its subsidiary undertakings required to be dealt with in group accounts has been prepared for those purposes for the same financial year, in which case it means that audited consolidated balance sheet, and in that case all references to reserves shall be deemed to be references to consolidated reserves;

  • Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.

  • Pro Forma Basis and “Pro Forma Effect” mean, with respect to compliance with any test hereunder for an applicable period of measurement, that (A) to the extent applicable, the Pro Forma Adjustment shall have been made and (B) all Specified Transactions and the following transactions in connection therewith that have been made during the applicable period of measurement or subsequent to such period and prior to or simultaneously with the event for which the calculation is made shall be deemed to have occurred as of the first day of the applicable period of measurement (as of the last date in the case of a balance sheet item) in such test: (a) income statement items (whether positive or negative) attributable to the property or Person subject to such Specified Transaction, (i) in the case of a Disposition of all or substantially all Equity Interests in any Restricted Subsidiary of the Borrower or any division, product line, or facility used for operations of the Borrower or any of its Restricted Subsidiaries, shall be excluded, and (ii) in the case of a Permitted Acquisition or Investment described in the definition of “Specified Transaction,” shall be included, (b) any retirement of Indebtedness, and (c) any Indebtedness incurred or assumed by the Borrower or any of its Restricted Subsidiaries in connection therewith and if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination; provided that, (1) without limiting the application of the Pro Forma Adjustment pursuant to clause (A) above, the foregoing pro forma adjustments may be applied to any such test solely to the extent that such adjustments are consistent with the definition of “Consolidated EBITDA” and give effect to events (including cost savings, synergies and operating expense reductions) that are (as determined by the Borrower in good faith) (i) (x) directly attributable to such transaction, (y) expected to have a continuing impact on the Borrower and its Restricted Subsidiaries and (z) factually supportable or (ii) otherwise consistent with the definition of “Pro Forma Adjustment” and (2) in connection with any Specified Transaction that is the incurrence of Indebtedness in respect of which compliance with any specified leverage ratio test is by the terms of this Agreement required to be calculated on a Pro Forma Basis, the proceeds of such Indebtedness shall not be netted from Indebtedness in the calculation of the applicable leverage ratio test.

  • Closing Balance Sheet has the meaning set forth in Section 2.4(a).

  • Off-Balance Sheet Obligation means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment) or (c) an agreement for the sale of receivables or like assets creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, could be characterized as the indebtedness of such Person (without regard to accounting treatment).

  • Balance Sheets has the meaning set forth in Section 4.5(a).