Pro Forma Calculations definition

Pro Forma Calculations is defined in Section 2.3(b).
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Pro Forma Calculations is defined in Section 2.24(c).
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Pro Forma Calculations means, with respect to any transaction, pro forma financial statements of the Borrower
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Examples of Pro Forma Calculations in a sentence

  • Pro Forma Calculations Before Conversion After Period Conversion Results Conversion ------ ----------------------------------------------- a.

  • Pro Forma Calculations 71 ARTICLE 2 THE COMMITMENTS AND CREDIT EXTENSIONS Section 2.01.

  • Pro Forma Calculations; Limited Condition Transactions; Certain Calculations and Tests 49 SECTION 1.05.

  • Accounting Terms; GAAP; Pro Forma Calculations; Exchange Rates; Limited Condition Acquisitions 4654 Section 1.05.

  • DEFINITIONS AND INTERPRETATION 2 1.1 Definitions 2 1.2 Accounting Terms 55 1.3 Interpretation, Etc 56 1.4 Certifications 56 1.5 Timing of Performance 56 1.6 Cashless Rollovers 56 1.7 Pro Forma Calculations and Adjustments 57 1.8 Currency Equivalents, Generally 57 1.9 Available Amount Transactions 58 1.10 Luxembourg Terms 58 1.11 Dutch Terms 59 SECTION 2.

  • Support is available from the in-house pensions team including a telephone helpline and email inbox which goes direct to the in- house admin team.• The Scheme communications focus on encouraging members to take actions to improve outcomes• Scheme website has risk profiling and projection tools.

  • Pro Forma Calculations Before Conversion After Period Conversion Results Conversion --------------------------------------------- a.

  • However, they attend language and methodological training courses (for example a seminar entitled New Trends in the Instruction of the German Language).

  • The Example Pro Forma Calculations set forth on Exhibit L have been prepared in full and complete accordance with the definitions contained herein and shall be for illustrative purposes only.

  • SECTION 1.01 Defined Terms 1 SECTION 1.02 Classification of Loans and Borrowings 29 SECTION 1.03 Terms Generally 29 SECTION 1.04 Accounting Terms; GAAP 29 SECTION 1.05 Status of Obligations 30 SECTION 1.06 Interest Rates; LIBOR Notification 30 SECTION 1.07 Pro Forma Calculations 30 SECTION 1.08 Rounding 31 ARTICLE II.


More Definitions of Pro Forma Calculations

Pro Forma Calculations means, with respect to any transaction, pro forma financial statements of the Borrower (a) prepared as of the last day of the then most recently completed fiscal quarter of the Borrower, (b) giving pro forma effect to such transaction as of such date, (c) establishing that, on a pro forma basis, the Borrower would have been in compliance with each of the financial covenants set forth in Sections 5.14, 5.15, 5.16 and 5.17 as of the end of such most recently completed fiscal quarter notwithstanding the consummation of such transaction (provided that financial covenants otherwise required to be tested with respect to any period of four consecutive fiscal quarters shall be calculated on the basis of the twelve-month period ended as of the last day of such then most recently completed fiscal quarter and as if such transaction had been consummated on the first day of such twelve-month period), and (d) certified by the Borrower's chief financial officer as having been prepared in accordance with the provisions of this Agreement as being accurate in all material respects.
Sample 1
Pro Forma Calculations is amended by inserting "and 5.23" after "5.20".
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Pro Forma Calculations means, with respect to any transaction, pro forma financial statements of the Borrower (a) prepared as of the last day of the then most recently completed fiscal quarter of the Borrower, (b) giving pro forma effect to such transaction as of such date, (c) establishing that, on a pro forma basis, the Borrower would have been in compliance with each of the financial covenants set forth in Sections 5.15 through 5.20 as of the end of such most recently completed fiscal quarter notwithstanding the consummation of such transaction (provided that financial covenants otherwise required to be tested with respect to any period of four consecutive fiscal quarters shall be calculated on the basis of the twelve-month period ended as of the last day of such then most recently completed fiscal quarter and as if such transaction had been consummated on the first day of such twelve- month period), and (d) certified by the Borrower's chief financial officer as having been prepared in accordance with the provisions of this Agreement as being accurate in all material respects. "Rxxx.xxx" means Rxxx.xxx, Inc., a Delaware corporation, which was merged as of June 9, 2000 into the Borrower.
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Pro Forma Calculations is defined in Section 2.24(c). 107599586\V-16 US_Active\115440519\V-15
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Related to Pro Forma Calculations

  • Pro Forma Cost Savings means, with respect to any four-quarter period, the reduction in net costs and expenses that:

  • Pro Forma Compliance means, with respect to any transaction, that such transaction does not cause, create or result in a Default after giving Pro Forma Effect, based upon the results of operations for the most recently completed Measurement Period to (a) such transaction and (b) all other transactions which are contemplated or required to be given Pro Forma Effect hereunder that have occurred on or after the first day of the relevant Measurement Period.

  • Pro Forma means producing a balance sheet that reflects a reasonably accurate financial statement of the Failed bank through the date of closing. The pro forma financial statements serve as a basis for the opening entries of both the Assuming Institution and the Receiver.

  • Pro Forma Transaction means any transaction consummated as part of any Permitted Acquisition, together with each other transaction relating thereto and consummated in connection therewith, including any incurrence or repayment of Indebtedness.

  • Pro Forma Compliance Certificate means a certificate of a Responsible Officer of the Borrower containing reasonably detailed calculations of the financial covenants set forth in Section 7.11 recomputed as of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 6.01(a) or (b) after giving effect to the applicable transaction on a Pro Forma Basis.

  • Pro Forma Disposal Adjustment means, for any Test Period that includes all or a portion of a fiscal quarter included in any Post-Transaction Period with respect to any Sold Entity or Business, the pro forma increase or decrease in Consolidated EBITDA projected by the Borrower in good faith as a result of contractual arrangements between the Borrower or any Restricted Subsidiary entered into with such Sold Entity or Business at the time of its disposal or within the Post-Transaction Period and which represent an increase or decrease in Consolidated EBITDA which is incremental to the Disposed EBITDA of such Sold Entity or Business for the most recent Test Period prior to its disposal.

  • Pro Forma Effect means, with respect to compliance with any test or covenant hereunder, 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 shall be deemed to have occurred as of the first day of the applicable period of measurement in such test or covenant: (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 sale, transfer or other disposition of all or substantially all Stock in any Subsidiary of the Borrower or any division, product line, or facility used for operations of the Borrower or any of its 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 incurrence or assumption of Indebtedness by the Borrower or any of the Restricted Subsidiaries in connection therewith (it being agreed that if such Indebtedness has a floating or formula rate, such Indebtedness shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate that is or would be in effect with respect to such Indebtedness as at the relevant date of determination); provided that, without limiting the application of the Pro Forma Adjustment pursuant to (A) above (but without duplication thereof), the foregoing pro forma adjustments may be applied to any such test or covenant solely to the extent that such adjustments are consistent with the definition of Consolidated EBITDA and give effect to events (including operating expense reductions) that are (i) (x) directly attributable to such transaction, (y) expected to have a continuing impact on the Borrower and the Restricted Subsidiaries and (z) factually supportable or (ii) otherwise consistent with the definition of Pro Forma Adjustment.

  • Pro Forma Adjusted EBITDA shall have the meaning assigned to such term in Section 3.05(a).

  • Pro Forma Financial Statements shall have the meaning set forth in Section 5.5(b) 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 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 Parent Borrower or any division, product line, or facility used for operations of the Parent 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 Parent 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, without limiting the application of the Pro Forma Adjustment pursuant to (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 operating expense reductions) that are (as determined by the Parent Borrower in good faith) (i) (x) directly attributable to such transaction, (y) expected to have a continuing impact on the Parent Borrower and its Restricted Subsidiaries and (z) factually supportable or (ii) otherwise consistent with the definition of Pro Forma Adjustment.

  • Pro Forma EBITDA means, for any period, the Consolidated EBITDA of the Issuer and the Restricted Subsidiaries, provided that for the purposes of calculating Pro Forma EBITDA for such period, if, as of such date of determination:

  • Pro Forma Debt Service means with respect to the Borrower and the Restricted Subsidiaries, on a consolidated basis, with respect to the next succeeding complete twelve (12) month period following the calculation date, and after giving effect to any Interest Rate Hedge Agreements and Eurodollar Advances, the amount of all (i) scheduled payments of principal on Indebtedness for Money Borrowed for such period (including imputed principal payments with respect to Capitalized Lease Obligations), determined on the basis of the aggregate amount of Indebtedness for Money Borrowed outstanding as of the date of calculation and giving effect to any mandatory reductions in the Commitments and the operation of the other terms of this Agreement (or other instruments or agreements governing Indebtedness for Money Borrowed) during such next succeeding twelve (12) month period, (ii) cash interest payable (including imputed interest with respect to Capitalized Lease Obligations) with respect to Indebtedness for Money Borrowed of such Persons, (iii) fees payable under this Agreement and the other Loan Documents (but specifically excluding fees paid during previous periods but amortized during such period in accordance with GAAP), and (iv) other payments (including fees) payable by such Persons during such period in respect of Indebtedness for Money Borrowed (other than voluntary prepayments under Section 2.7 hereof). For purposes of this definition, where interest payments for the twelve (12) month period immediately succeeding the calculation date are not fixed by way of Interest Rate Hedge Agreements, Eurodollar Advances, or otherwise for the entire period, interest shall be calculated on such Indebtedness for Money Borrowed for periods for which interest payments are not so fixed at the Eurodollar Basis (as determined on the date of calculation and based on the then current adjustment under Section 2.3(f) hereof) for a Eurodollar Advance having an Interest Period of twelve (12) months; provided, however, that if such Eurodollar Basis cannot be determined in the reasonable opinion of the Administrative Agent, such interest shall be calculated using the Base Rate Basis as then in effect.

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

  • Pro Forma Adjustment means, for any Test 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 Business or Converted Restricted Subsidiary or the Consolidated EBITDA of the Borrower, the pro forma increase or decrease in such Acquired EBITDA or such Consolidated EBITDA, as the case may be, projected by the Borrower in good faith as a result of (a) actions taken during such Post-Acquisition Period for the purposes of realizing reasonably identifiable and factually supportable cost savings 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 or Business or Converted Restricted Subsidiary with the operations of the Borrower and the Restricted Subsidiaries; provided that (i) at the election of the Borrower, such Pro Forma Adjustment shall not be required to be determined for any Acquired Entity or Business or Converted Restricted Subsidiary to the extent the aggregate consideration paid in connection with such acquisition was less than $5,000,000 and (ii) so long as such actions are taken during such Post-Acquisition Period or such costs are incurred during such Post-Acquisition Period, as applicable, it may be assumed, for purposes of projecting such pro forma increase or decrease to such Acquired EBITDA or such Consolidated EBITDA, as the case may be, that the applicable amount of such cost savings will be realizable during the entirety of such Test Period, or the applicable amount of such additional costs, as applicable, will be incurred during the entirety of such Test Period; provided further that any such pro forma increase or decrease to such Acquired EBITDA or such Consolidated EBITDA, 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, as the case may be, for such Test Period.

  • Pro Forma Entity has the meaning given to such term in the definition of “Acquired EBITDA.”

  • Material Project EBITDA Adjustments means, with respect to each Material Project:

  • Fixed GAAP Date means the Issue Date; provided that at any time after the Issue Date, the Company may by written notice to the Trustee elect to change the Fixed GAAP Date to be the date specified in such notice, and upon such notice, the Fixed GAAP Date shall be such date for all periods beginning on and after the date specified in such notice.

  • Test Period on any date of determination, the period of four consecutive fiscal quarters of the Borrower (in each case taken as one accounting period) most recently ended on or prior to such date for which financial statements have been or are required to be delivered pursuant to Section 6.1.

  • Consolidated Adjusted EBITDA means, for any period, an amount determined for Borrower and its Subsidiaries on a consolidated basis equal to Consolidated Net Income for such period, plus, (i) to the extent deducted in determining Consolidated Net Income for such period, the sum, without duplication of amounts for:

  • Annualized Consolidated EBITDA means, for any quarter, the product of Consolidated EBITDA for such period of time multiplied by four (4).

  • Pro Forma Adjustment Certificate means any certificate of an Authorized Officer of the Borrower delivered pursuant to Section 9.1(h) or setting forth the information described in clause (iv) to Section 9.1(d).

  • Selected Consolidated Financial Data and "Capitalization" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement.

  • Recalculation Date means the Valuation Date that gives rise to the dispute under Paragraph 5; provided, however, that if a subsequent Valuation Date occurs under Paragraph 3 prior to the resolution of the dispute, then the “Recalculation Date” means the most recent Valuation Date under Paragraph 3.

  • Adjusted Consolidated EBITDA means, for any Computation Period, Consolidated EBITDA for such Computation Period adjusted by giving effect on a pro forma basis to Acquisitions and dispositions completed during such Computation Period.

  • Consolidated EBITDA means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period:

  • Adjusted Consolidated Net Tangible Assets means (without duplication), as of the date of determination, the remainder of: