Pro Forma Combined Projected Financial Information definition

Pro Forma Combined Projected Financial Information means, as to any acquisition, pro forma combined projected financial information for the Company and the acquisition candidate, consisting of projected consolidated balance sheets as at the end of at least the next succeeding two fiscal years of the Company following the acquisition and projected consolidated statements of income for each of those years, including sufficient detail to permit calculation of the amounts and ratios described in Sections 8.16 through 8.19, inclusive, as projected for those years and accompanied by (i) a statement setting forth a calculation of the ratios described in Sections 8.16 through 8.19, inclusive, and (ii) a statement in reasonable detail specifying all material assumptions underlying the projections.
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Pro Forma Combined Projected Financial Information means, as to any acquisition, pro forma combined projected financial information for the Company and its Consolidated Subsidiaries and the acquisition target, consisting of projected balance sheets as at the effective date of the acquisition and as at the end of at least the next succeeding two (2) fiscal years of Company following the acquisition and projected statements of income for each of those years, including sufficient detail to permit calculation of the financial covenants set forth in Sections 9.4, 9.5 and 9.6, as projected as of the effective date of the acquisition and for those years and accompanied by (i) a statement setting forth a calculation of the financial covenants set forth in Sections 9.4, 9.5 and 9.6, and (ii) a statement in reasonable detail specifying all material assumptions underlying the projections.
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Pro Forma Combined Projected Financial Information means, as to any acquisition, pro forma combined projected financial information for International and its consolidated Subsidiaries and the acquisition candidate, consisting of projected consolidated balance sheets as at the end of at least the next succeeding two (2) fiscal years of International following the acquisition and projected consolidated statements of income for each of those years, including sufficient detail to permit calculation of the amounts and ratios described in Sections 5.11 through 5.15, inclusive, as projected for those years and accompanied by (i) a statement setting forth a calculation of the ratios described in Sections 5.11 through 5.15, inclusive, and (ii) a statement in reasonable detail specifying all material assumptions underlying the projections.
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Examples of Pro Forma Combined Projected Financial Information in a sentence

  • Not more than forty five (45) calendar days after the closing date of any equity offering, deliver or cause to be delivered to Agent the Pro Forma Combined Projected Financial Information.


More Definitions of Pro Forma Combined Projected Financial Information

Pro Forma Combined Projected Financial Information means, as to any acquisition or equity offering, pro forma combined projected financial information for the Company and its Consolidated Subsidiaries and the acquisition target (if applicable), consisting of projected balance sheets as at the effective date of the acquisition or the closing date of the equity offering and as at the end of at least the next succeeding two (2) fiscal years of Company following the acquisition or the equity offering and projected statements of income for each of those years, including sufficient detail to permit calculation of the amounts and the ratio described in Section 8.4, as projected as of the effective date of the acquisition or closing date of any equity offering and for those years and accompanied by (i) a statement setting forth a calculation of the ratio described in Section 8.4, and (ii) a statement in reasonable detail specifying all material assumptions underlying the projections.
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Related to Pro Forma Combined Projected Financial Information

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

  • 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.

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

  • Financial Information has the meaning set forth in Section 3.14.

  • Required Financial Information means, with respect to each fiscal period or quarter of the Borrower, (a) the financial statements required to be delivered pursuant to Section 6.01(a) or (b) for such fiscal period or quarter of the Parent REIT, and (b) the Compliance Certificate required by Section 6.02(a) to be delivered with the financial statements described in clause (a) above.

  • Consolidated Financial Statements means, with respect to any Person, collectively, the consolidated financial statements and notes to those financial statements, of that Person and its Consolidated Subsidiaries prepared in accordance with GAAP.

  • Consolidated Financials means, for any Fiscal Year or other accounting period of Five Star, annual audited and quarterly unaudited financial statements of Five Star prepared on a consolidated basis, including Five Star’s consolidated balance sheet and the related statements of income and cash flows, all in reasonable detail, and setting forth in comparative form the corresponding figures for the corresponding period in the preceding Fiscal Year, and prepared in accordance with GAAP throughout the periods reflected.

  • 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, with respect to any calculation made or required to be made pursuant to the terms hereof, a calculation performed in accordance with Article 11 of Regulation S-X promulgated under the Securities Act, as interpreted in good faith by the Board of Directors after consultation with the independent certified public accountants of the Company, or otherwise a calculation made in good faith by the Board of Directors after consultation with the independent certified public accountants of the Company, as the case may be.

  • Company Financial Information As defined in Section 2(a)(ii).

  • 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 Compliance Certificate means a certificate of a Responsible Officer of the Borrower containing reasonably detailed calculations of the financial covenants set forth in Section 8.11 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 7.01(a) or (b) after giving effect to the applicable transaction on a Pro Forma Basis.

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

  • Selected Financial Data fairly present the information set forth therein on the basis stated in the Registration Statement.

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

  • Required Financial Statements has the meaning assigned to such term in Section 5.04(2).

  • Historical Financial Statements means the audited consolidated balance sheets of the Borrower as of December 31, 2006 and December 31, 2005 and the audited consolidated statements of income, stockholders’ equity and cash flows of the Borrower for each of the fiscal years in the three year period ending on December 31, 2006.

  • Annual Financial Information means annual financial information as such term is used in paragraph (b)(5)(i) of the Rule and specified in Section 3(a) of this Disclosure Agreement.

  • 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.

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

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

  • Year-End Financial Statements has the meaning specified in Section 4.5.

  • 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.

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

  • Financial Projections has the meaning provided in Section 5.07(b).