Pro Forma Completion Accounts definition

Pro Forma Completion Accounts means the pro forma consolidated statement of financial position of the Company as at close of business on the Completion Date, as prepared by the Seller in good faith and acting reasonably based on its knowledge as at the Pro Forma Completion Accounts Date.
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Pro Forma Completion Accounts has the meaning given in paragraph 1 of Schedule 6;
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Pro Forma Completion Accounts the pro-forma consolidated balance sheet of the business and economic entities included in the Management Accounts which, for the avoidance of doubt, shall be limited to the Business and the pro-forma consolidated profit and loss account of the business and economic entities included in the Management Accounts which, for the avoidance of doubt, shall be limited to the Business prepared in accordance with the accounting policies, principles, practices, evaluation rules and procedures, methods and bases adopted in preparation of the Management Accounts, in each case using the format adopted for the balance sheet or profit and loss account (as the case may be) comprised within the Management Accounts and being annexed to this Agreement (for the purposes of illustration only) as Appendix 3; and
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Examples of Pro Forma Completion Accounts in a sentence

  • On the other hand, if the Eastlink NAV shown in the Reviewed Completion Accounts is less than the Eastlink NAV shown in the Pro Forma Completion Accounts, the Vendor shall pay the shortfall amount to VSC Property within five Business Days from the date receiving the Reviewed Completion Accounts.

  • Adjustments to the Consideration The Vendor has provided the Pro Forma Completion Accounts to VSC Property on the date of the Sale and Purchase Agreement.

  • No adjustment to the Consideration shall be made if the respective Eastlink NAVs shown in the Reviewed Completion Accounts and the Pro Forma Completion Accounts are equal to each other.

  • If the Completion Adjusted NAV shown in the Pro Forma Completion Accounts are subsequently found to be overstated, the Vendor is liable to compensate the Company for the overstated amount on a dollar to dollar basis.

  • In case the amount of net asset value of He Tai (the “He Tai NAV”) shown in the Completion Accounts reviewed by the accountants mentioned above (the “Reviewed Completion Accounts”) is greater than the He Tai NAV shown in the Pro Forma Completion Accounts, Green Success shall pay the amount in excess to the Vendor within five Business Days from the date receiving the Reviewed Completion Accounts.

  • In case the amount of net asset value of Eastlink (the “eastlink naV”) shown in the Completion Accounts reviewed by the accountants (the “reviewed Completion accounts”) is greater than the Eastlink NAV shown in the Pro Forma Completion Accounts, VSC Property shall pay the amount in excess to the Vendor within five Business Days from the date receiving the Reviewed Completion Accounts.

  • Based on the information available to the Company, there is nothing to suggest that the Completion Accounts will substantially deviate from the Pro Forma Completion Accounts and hence, it is expected that the Consideration Adjustment (if any) would not affect the classification of the Disposal under Chapter 14 of the Listing Rules.

  • On the other hand, if the He Tai NAV shown in the Reviewed Completion Accounts is less than the He Tai NAV shown in the Pro Forma Completion Accounts, the Vendor shall pay the shortfall amount to Green Success within five Business Days from the date receiving the Reviewed Completion Accounts.

  • CONSIDERATION Pursuant to the Sale and Purchase Agreement, the Purchaser has paid the Consideration of HK$282,681,616 in full (subject to Consideration Adjustment) in cash to the Vendor on Completion which represents the sum of (i) the value of the Property as agreed between the Vendor and Purchaser in the sum of HK$285,000,000 and (ii) the Net Asset Value determined with reference to the Pro Forma Completion Accounts.

  • In case the amount of net asset value of Eastlink (the “Eastlink NAV”) shown in the Completion Accounts reviewed by the accountants mentioned above (the “Reviewed Completion Accounts”) is greater than the Eastlink NAV shown in the Pro Forma Completion Accounts, VSC Property shall pay the amount in excess to the Vendor within five Business Days from the date receiving the Reviewed Completion Accounts.


More Definitions of Pro Forma Completion Accounts

Pro Forma Completion Accounts the pro-forma balance sheet of the Company referred to in paragraph 3 of Part 1 of Schedule 7;
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Related to Pro Forma Completion Accounts

  • 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 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.

  • Project Completion Date means the date on which the Completion Certificate is issued;

  • Test Period means the most recent period of four consecutive fiscal quarters of the Company ended on or prior to such time (taken as one accounting period) in respect of which financial statements for each quarter or fiscal year in such period have been (or have been required to be) delivered pursuant to Section 5.01(a) or 5.01(b), as applicable.