Pro Forma Transactions definition

Pro Forma Transactions means, (x) any incurrence or repayment of Indebtedness (other than working capital or Indebtedness incurred in the ordinary course of business), any Investment that results in a Person becoming a Subsidiary of the Issuer, any Permitted Acquisition or disposition that results in a Subsidiary ceasing to be a Subsidiary or any Investment constituting an acquisition of assets constituting a business unit, line of business or division of another Person or any disposition of a business unit, line of business or division of the Issuer or any Subsidiary of the Issuer, in each case whether by merger, consolidation, amalgamation or otherwise and in each case under this clause (x) with a Fair Market Value in excess of $25,000,000 and (y) any restructuring or cost saving, operational change or business rationalization initiative or other initiative.

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Pro Forma Transactions means, (x) the Sprint Transactions, (y) any incurrence or repayment of Specified Indebtedness (other than working capital or Specified Indebtedness incurred in the ordinary course of business), any Specified Investment that results in a Person becoming a Subsidiary of the Company, any Permitted Acquisition or disposition that results in a Subsidiary ceasing to be a Subsidiary or any Specified Investment constituting an acquisition of assets constituting a business unit, line of business or division of another Person or any disposition of a business unit, line of business or division of the Company or any Subsidiary of the Company, in each case whether by merger, consolidation, amalgamation or otherwise and in each case under this clause (y) with a Specified Fair Market Value in excess of $25,000,000 and (z) any restructuring or cost saving, operational change or business rationalization initiative or other initiative.

Pro Forma Transactions shall have the meaning set forth in Section 6.7(a).

Examples of Pro Forma Transactions in a sentence

The pro forma financial information is based in part on certain assumptions regarding the Pro Forma Transactions that management believes are reasonable and are (a) directly attributable to the Pro Forma Transactions, (b) factually supportable and (c) with respect to the pro forma statement of operations, expected to have a continuing impact on the Combined Company.
Purchaser agrees that no action comprising any portion of the Pro Forma Transactions, nor any action reasonably taken in connection therewith, shall, in and of itself, constitute a breach of any representation, warranty or covenant contained in this Agreement unless such action is undertaken in a manner (e.g., in violation of any applicable law which would otherwise violate such representation, warranty or covenant.
Notwithstanding anything to the contrary contained in this Article VI or any other provision of this Agreement, ITTI shall cause the transactions described in Schedule 6.7(a) (the "Pro Forma Transactions") to be consummated at or prior to the Closing.
All sales, use, value added, transfer, intangible, excise, recording, documentary, stamp, and other similar Taxes or fees (including any penalties and interest) incurred in connection with the transactions contemplated by this Agreement (other 104 97 than Taxes and fees increased in connection with the German Reorganization and the Pro Forma Transactions, which shall be for the account of ITTI) shall be paid one half by ITTI and one half by Purchaser and/or the Designated Purchasers when due.
Notwithstanding anything to the contrary contained in this Article or any other provision hereof, it is the explicit intent of the Parties, and the Parties hereby acknowledge and consent, that the ACL Pro Forma Transactions shall be consummated by CSX and ACL at or prior to the Closing.
ITTI shall and shall cause its Subsidiaries to use their best efforts to consummate the Pro Forma Transactions as expeditiously as possible following the date of the Agreement.
ITTI shall provide Purchaser copies of and the opportunity to review and comment on the documents relating to the Pro Forma Transactions prior to their signature.
Notwithstanding anything to the contrary contained in this Article VI or any other provision of this Agreement, ITTI shall cause the transactions described in Schedule 6.7(a) (the "Pro Forma Transactions") to be consummated 94 87 at or prior to the Closing.
The pro forma balance sheet gives effect to the Pro Forma Transactions as if they had been completed on December 31, 2015.
The pro forma balance sheet gives effect to the Pro Forma Transactions as if the transactions had been completed as of December 31, 2015.

More Definitions of Pro Forma Transactions

Pro Forma Transactions has the meaning given to such term in Section 3.1(a).

Pro Forma Transactions means any one or more of the following events, and in each case shall include all actions taken (or omitted to be taken) by RBS or any RBS Group Undertaking (including the Group Companies) at any time prior to Completion (including, for the avoidance of doubt, prior to the date of this Agreement) with respect thereto:

Pro Forma Transactions means the February 15, 1996 acquisition by Borrower of the IMI Titanium business from IMI Plc and the October 1, 1996 acquisition by Borrower of all of the assets of ▇▇▇▇ ▇▇▇▇▇▇▇ Metals, Inc. ("AJM"), including AJM's 50% partnership interest in Titanium Hearth Technologies.

Pro Forma Transactions means (a) (i) the entry into our new strategic relationship with Absa, which was completed on 1 November 2012, pursuant to which, from such date, Absa provides credit to our private label store card customers; (ii) the sale of R8.7 billion in receivables under our private label store card programme, which was completed on 1 November 2012 and the repayment in full of the R4.3 billion receivables-backed notes issued by OtC to finance our OtC Securitisation Programme; (iii) the sale of R461 million and R126 million (finalised at R114 million) of receivables under our private label store card programme completed on 30 April 2013 and 30 June 2013, respectively; (iv) the anticipated sale of the remainder of our private label store card receivables portfolio, in an aggregate amount of R689 million as at 30 June 2013 (R803 million as at the date of our first quarter 2014 financial statements), which we expect to complete in fiscal year 2014; and (v) the winding down of the remaining unsold portion of the South African private label store card portfolio not sold to Absa

Pro Forma Transactions has the meaning given to such term in SECTION 3.1(A).