Pro Forma Financials definition

Pro Forma Financials has the meaning provided in Section 3.02(g).

Pro Forma Financials shall have the meaning set forth in Section 4.28(a).

Pro Forma Financials means, with respect to any Acquisition, consolidated and consolidating balance sheets and income statements of the Borrower, the Acquisition Company and Target, as of the closing of the applicable Acquisition, setting forth projections for the three-year period following the Acquisition after giving effect to the closing of the related Acquisition Agreement, and which projections for the Borrower shall be broken down by line of business, and setting forth in reasonable detail the assumptions underlying such projections, which assumptions are acceptable to the Administrative Agent in its sole discretion.

Examples of Pro Forma Financials in a sentence

• All adjustments to the Closing Cash Consideration shall be made (y) in accordance with the terms of this Agreement and, to the extent not inconsistent with this Agreement, in accordance with GAAP as consistently applied by EXCO in the preparation of the Illustrative Calculation of Effective Time Working Capital on Exhibit I-1 and, with respect to any items not reflected in such illustrative calculation, in the preparation of the Unaudited Financials and the Pro Forma Financials and (z) without duplication.

• Sinqia’s management shall sign the Protocol and shall call the Sinqia’s GSM, as set forth in the Applicable Law, within no more than five (5) Business Days after delivery, by Evertec BR to Sinqia, of the Pro Forma Financials and the information related to Evertec BR that is required, pursuant to Exhibit A of CVM Resolution 78, for the Sinqia’s GSM to be called.

• The Company shall deliver the Audited Financials to the Investors as soon as practicable after the date hereof and prior to the six (6) month anniversary of the Closing Date, which Audited Financials shall not materially and adversely differ from the Unaudited Pro Forma Financials covering the same period.

• The Parties, in an irrevocable and irreversible manner, undertake to cooperate with the practice of all necessary acts by the other Parties for the preparation of any documents related to the Transaction, including, without limitation, the Pro Forma Financials, the Appraisal Report and other information and documents required by Applicable Law and obtaining the third parties’ consents, seeking approval of the Transaction in the shortest possible time.

• Upon the execution of this Agreement, the managements of Evertec BR and Sinqia shall take all actions to enter into, as soon as possible, the Protocol, together with all the necessary supporting documentation (including the Pro Forma Financials and the Appraisal Report) for the submission of the Merger of Shares to Sinqia’s GSM and Evertec BR’s GSM.

More Definitions of Pro Forma Financials

Pro Forma Financials means the pro forma consolidated financial statements of the “international coffee and tea operations” of Holdings, its subsidiaries and its Affiliates as of December 31, 2011.

Pro Forma Financials means a customary pro forma balance sheet and customary pro forma statements of income of the Parent giving effect to the acquisition of CBI, in each case meeting the requirements of Regulation S-X for a Form S-3 registration statement (other than Rules 3-9, 3-10 and 3-16 of Regulation S-X and other customary exceptions for a Rule 144A offering).

Pro Forma Financials is defined in Section 4.02(i).

Pro Forma Financials has the meaning specified in Section 5.05(1)(b).

Pro Forma Financials means the pro forma financial statements of Evertec BR and Xxxxxx dated as of March 31, 2023 considering the effects of the Merger of Shares, with reasonable assurance issued by an independent auditor registered with CVM, pursuant to Article 7 of CVM Resolution 78.

Pro Forma Financials means those pro forma financial statements of the Borrower and its Subsidiaries set forth in the S-4 Registration Statement.

Pro Forma Financials means the pro forma financial statements relating to -------------------- the Borrower and its Subsidiaries delivered to the Lenders on the Closing Date after giving effect to the Acquisition and the Initial Extension of Credit.