Pro Forma Liquidity definition

Pro Forma Liquidity means the sum of (a) the amount of cash and Temporary Cash Investments in excess of any Restricted Cash of the Parent Guarantor and the Restricted Subsidiaries on a consolidated basis on such Transaction Date and (b) the aggregate of incremental Indebtedness that can be Incurred by the Issuer and the Note Guarantors on the Transaction Date pursuant to the Credit Agreement and in compliance with Section 4.03(b)(i).
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Pro Forma Liquidity means the amount, determined on a pro forma basis as of the Effective Date, equal to (a) Excess Availability plus (b) cash as set forth on the compliance certificate; i.e., “bank cash”. For the avoidance of doubt, “bank cash” in clause (b) above shall include the proceeds Aleris receives pursuant to the sale of the “IntermediateCo Preferred Stock” (as defined in the Equity Commitment Agreement) as set forth in Section 2(e) of the Equity Commitment Agreement.
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Pro Forma Liquidity means the amount, determined on a pro forma basis as of the Effective Date, equal to (a) Pro Forma Exit ABL Availability plus (b) cash as set forth on the compliance certificate; i.e., “bank cash” minus (c) if borrowings under the DIP Term Credit Agreement plus accrued but unpaid interest and fees thereon as of the Effective Date exceed $269 million, the excess of the borrowings under the DIP Term Credit Agreement plus accrued but unpaid interest and fees thereon as of the as of the Effective Date over $244 million minus (d) the dollar amount of any accounts payable (as determined in accordance with the definition of “Net Working Capital”) of the Company and the Company Subsidiaries to any supplier set forth on Schedule 7(l) if the number of days outstanding under such payable is greater than the payment terms set forth on Schedule 7(l) as of the date hereof. For the avoidance of doubt, “bank cash” in clause (b) above shall include the proceeds the Company receives pursuant to the sale of the IntermediateCo Preferred Stock as set forth in Section 2(e).
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Examples of Pro Forma Liquidity in a sentence

  • Pro Forma Liquidity Risk Our liquidity position may be negatively affected by unfavorable conditions in either one of the industries in which we operate.

  • The Borrower shall have delivered a Notice of Borrowing, in the form of Exhibit B, and, if required by Section 2.3, a Pro Forma Liquidity Certificate in the form of Exhibit M, in each case in accordance with Section 2.3. Each condition in Section 5 that is subject to the satisfaction or discretion of Agent or any Lender shall be deemed satisfied upon Agent’s or Lender’s, as applicable, making of any Loan.

  • If the Borrower desires to use the proceeds of any Incremental Delayed Draw Term Loan or any Incremental Term Loan for working capital purposes, the Borrower shall deliver to Agent, together with the applicable Notice of Borrowing, a Pro Forma Liquidity Certificate certifying that, immediately after giving effect to the Borrowing of such Loan, projected Liquidity as of the date of such Borrowing would not be greater than $20,000,000.

  • After receipt of all invoices for fees and expenses in connection with the Restructuring Transactions, and based upon the Required Pro Forma Liquidity and the aggregate size of the New RCF, the Debtors will calculate the amount of the Term Lender Cash Consideration.

  • The Pro Forma Liquidity (as defined below) shall be no less than $200,000,000, of which not less than $150,000,000 shall constitute Excess Availability hereunder after giving effect to the transactions contemplated by the Plan and the Credit Documents on the Closing Date (including, without limitation, the repayment of all amounts due under the DIP Facility and the payment of all transaction costs and expenses in connection with the credit facility provided for in this Agreement).

  • After giving effect to the calculations described in ‎Article V.E of the Plan, in no event will an amount less than the Required Pro Forma Liquidity be available on the Reorganized Debtors’ balance sheet in immediately available funds as of the Effective Date.

  • Prior to the Effective Date, the Debtors and the Required Consenting Lenders will also determine the Required Pro Forma Liquidity.

  • On February 28, 2015, an officer’s certificate from an Authorized Officer of the Borrower, certifying as to the Pro Forma Liquidity as of such date.

  • After determination of the Required Pro Forma Liquidity, and in accordance with Article V of the Plan, the Required Consenting Lenders shall determine the aggregate size of the New RCF, which amount shall be consistent with the Restructuring Term Sheet.

  • Pro Forma Liquidity Under our new senior secured revolving credit facility we will be required to maintain a first-lien secured leverage ratio and comply with specified covenants.


More Definitions of Pro Forma Liquidity

Pro Forma Liquidity means, at any time of determination, the sum of (x) the Total Unutilized Revolving Loan Commitment at such time and (y) Unrestricted cash and Cash Equivalents of the Borrower and its Subsidiaries (in the case of Unrestricted cash and Cash Equivalents of Foreign Subsidiaries, subject to a 35% adjustment to account for implied repatriation costs) at such time; provided that for purposes of determining the Total Unutilized Revolving Loan Commitment and Unrestricted cash and Cash Equivalents of the Borrower and its Subsidiaries at such time, pro forma effect shall be given to the incurrence of Revolving Loans and Swingline Loans and the net use of Unrestricted cash and Cash Equivalents projected in good faith by the Borrower to be incurred or used during the immediately succeeding 120-day period to finance Capital Expenditures, Permitted Acquisitions and other non-ordinary course Investments permitted under Section 10.05.
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Pro Forma Liquidity means, for any date of determination, the average Liquidity for 90 days prior to, and including, such date, after giving effect to the transactions occurring on such date, based on assumptions and calculations reasonably acceptable to the Administrative Agent; it being agreed that, for purposes of calculating Pro Forma Liquidity, unless the Administrative Agent shall otherwise agree in its reasonable discretion, no Accounts or hydrocarbon Inventory to be acquired in an Investment otherwise permitted under Section 6.04 shall be included in the Borrowing Base until the Administrative Agent shall have completed a preliminary field audit in scope and with results reasonably satisfactory to the Administrative Agent and the Collateral Agent.
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Pro Forma Liquidity means, at any time, Unrestricted cash and Cash Equivalent Investments of the Borrower and its Subsidiaries at such time plus the aggregate amount of Revolving Loan Commitments available to be drawn.
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Pro Forma Liquidity means, at any time of determination, the sum of (x) the Total Unutilized Revolving Loan Commitment at such time and
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Related to Pro Forma Liquidity

  • Pro Forma Basis or “pro forma effect” means, with respect to any determination of the Total Leverage Ratio, the Secured Leverage Ratio or Consolidated Total Assets (including component definitions thereof) that all Subject Transactions and the following transactions in connection therewith shall be deemed to have occurred as of the first day of the applicable Test Period (or, in the case of Consolidated Total Assets, as of the last day of such Test Period) with respect to any test or covenant for which such calculation is being made: (a) income statement items (whether positive or negative) attributable to the property or Person subject to such Subject Transaction, (i) in the case of a Disposition of all or substantially all Capital Stock of any Subsidiary of Holdings or any branch, division or product line of any Borrower or any Subsidiary of Holdings or any designation of a subsidiary as an Unrestricted Subsidiary, shall be excluded, and (ii) in the case of a Permitted Acquisition, Investment or designation of an Unrestricted Subsidiary as a Subsidiary described in the definition of the term “Subject Transaction”, shall be included, (b) any incurrence, retirement or repayment by any Borrower or any of its Subsidiaries of Indebtedness; provided that pro forma effect shall be given to any such Indebtedness relating to transactions for which pro forma compliance has been tested but which transaction is pending (and not expired, terminated or cancelled) and has not then been consummated; provided, further, that, (x) if such Indebtedness has a floating or formula rate, such Indebtedness shall have an implied rate of interest for the applicable Test Period for purposes of this definition determined by utilizing the rate that is or would be in effect with respect to such Indebtedness at the relevant date of determination (taking into account any interest hedging arrangements applicable to such Indebtedness), (y) interest on any obligations with respect to Capital Leases shall be deemed to accrue at an interest rate reasonably determined by a Responsible Officer of the Borrower Representative to be the rate of interest implicit in such obligation in accordance with GAAP and (z) interest on any Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a Eurocurrency interbank offered rate or other rate shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as such Borrower or Subsidiary may designate and (c) the acquisition of any Consolidated Total Assets, whether pursuant to any Subject Transaction or any Person becoming a subsidiary or merging, amalgamating or consolidating with or into any Borrower or any of its subsidiaries, or the Disposition of any Consolidated Total Assets described in the definition of Subject Transaction; provided that the foregoing pro forma adjustments described in clause (a) above may be applied to any such test or covenant solely to the extent that such adjustments are consistent with the definition of “Consolidated Adjusted EBITDA” and give effect to events (including operating expense reductions) that are (x) directly attributable to such transaction, (y) expected to have a continuing impact on the Borrowers and the Subsidiaries and (z) factually supportable.

  • Pro Forma Disposal Adjustment means, for any four-quarter 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 four-quarter 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.

  • Consolidated Net Leverage Ratio means, as of any date of determination, the ratio of (a) Consolidated Net Funded Indebtedness as of such date to (b) Consolidated EBITDA for the most recently completed Measurement Period.

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

  • Cash Flow Leverage Ratio means, as of any date, the ratio, calculated for the period of four consecutive fiscal quarters then ended, of consolidated Indebtedness of the Company and its Subsidiaries as of the last day of such period to EBITDA for such period.

  • Consolidated Leverage Ratio means, as of any fiscal quarter-end for which it is to be determined, the ratio of (a) Consolidated Funded Indebtedness as of such date to (b) Consolidated EBITDA for the period of the four fiscal quarters ending on such date, in each case calculated on a Pro Forma Basis in accordance with Section 1.03(c).

  • Consolidated Secured Net Leverage Ratio means, as of any date of determination, the ratio of (a) Consolidated Total Debt as of such date that is then secured by Liens on property or assets of the Company and its Restricted Subsidiaries as of any date of determination to (b) EBITDA of the Company and its Restricted Subsidiaries for the most recently ended Test Period on or prior to such date, in each case with such pro forma adjustments as are consistent with the pro forma adjustments set forth in the definition of “Interest Coverage Ratio.”

  • Consolidated First Lien Net Leverage Ratio means, with respect to any Test Period, the ratio of (a) Consolidated First Lien Net Debt as of the last day of such Test Period to (b) Consolidated EBITDA for such Test Period.

  • Consolidated Total Leverage Ratio means, as of any date of determination, the ratio of (a) Consolidated Total Indebtedness on such date to (b) Consolidated EBITDA for the period of four (4) consecutive fiscal quarters ending on or immediately prior to such date.

  • 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.

  • Consolidated Senior Secured Net Leverage Ratio means, for any Measurement Period, the ratio of (a) Consolidated Senior Secured Net Debt for Borrowed Money to (b) Consolidated EBITDA, in each case for such period.