Pro Forma Adjustments means, for any applicable period that includes all or any part of a Fiscal Quarter included in any Post-Acquisition Period, with respect to the Acquired EBITDA of the applicable Acquired Entity or the Consolidated EBITDA of the Borrower and its Restricted Subsidiaries, the pro forma increase or decrease in such Acquired EBITDA or such Consolidated EBITDA of the Borrower and its Restricted Subsidiaries, as the case may be, projected by the Borrower in good faith as a result of (a) actions taken (or commenced) during such Post-Acquisition Period for the purposes of realizing reasonably identifiable cost savings, operating expense reductions, other operating improvements and initiatives and synergies projected by the Borrower in good faith or (b) any additional costs incurred during such Post-Acquisition Period, in each case in connection with the combination of the operations of such Acquired Entity with the operations of the Borrower and its Restricted Subsidiaries; provided that (i) so long as such actions are taken (or commenced) during such Post-Acquisition Period or such costs are incurred (or commenced) during such Post-Acquisition Period, as applicable, the cost savings, operating expense reduction, other operating improvements and initiatives and synergies related to such actions or such additional costs, as applicable, it may be assumed, for purposes of projecting such pro forma increase or decrease in such Acquired EBITDA or such Consolidated EBITDA of the Borrower and its Restricted Subsidiaries, as the case may be, that such costs savings, operating expense reductions, other operating improvements and initiatives and synergies will be realizable during the entirety of such period, or such additional costs, as applicable, will be incurred during the entirety of such period and (ii) any such pro forma increase or decrease to such Acquired EBITDA or such Consolidated EBITDA of the Borrower and its Restricted Subsidiaries, as the case may be, shall be without duplication for cost savings or additional costs already included in such Acquired EBITDA or such Consolidated EBITDA of the Borrower and its Restricted Subsidiaries, as the case may be, for such period; and provided further that any such increase, decrease and other adjustments of such Acquired EBITDA or such Consolidated EBITDA of the Borrower and its Restricted Subsidiaries, as the case may be, either (x) would be permitted to be included in pro forma financial statements prepared in accordan...
Pro Forma Adjustments shall have the meaning set forth in the definition of Pro Forma Basis.
Pro Forma Adjustments means, without duplication, with respect to any period, (a) adjustments calculated in accordance with Regulations S-X under the Securities Act of 1933, as amended and (b) the net reduction in costs and other operating improvements or synergies that have been realized or are reasonably anticipated to be realized in good faith with respect to a Specified Transaction within twelve months of the date of such Specified Transaction, as if all such reductions in costs had been effected as of the beginning of such period, decreased by any incremental expenses incurred or to be incurred during such four-quarter period in order to achieve such reduction in costs.
Examples of Pro Forma Adjustments in a sentence
DEFINITIONS 1 SECTION 1.01 Defined Terms 1 SECTION 1.02 Classification of Loans and Borrowings 51 SECTION 1.03 Terms Generally 51 SECTION 1.04 Accounting Terms; GAAP 52 SECTION 1.05 Currency Matters 52 SECTION 1.06 Rates 53 SECTION 1.07 Pro Forma Adjustments for Investments and Dispositions 53 SECTION 1.08 Limited Condition Transactions 53 ARTICLE II.
The pro forma adjustments presented in the pro forma combined balance sheet and statement of operations are described in Note 4 — Pro Forma Adjustments.
DEFINITIONS 1 SECTION 1.01 Defined Terms 1 SECTION 1.02 Classification of Loans and Borrowings 51 54 SECTION 1.03 Terms Generally 51 54 SECTION 1.04 Accounting Terms; GAAP 52 55 SECTION 1.05 Currency Matters 52 55 SECTION 1.06 Rates 53 56 SECTION 1.07 Pro Forma Adjustments for Investments and Dispositions 53 56 SECTION 1.08 Limited Condition Transactions 53 57 ARTICLE II.
More Definitions of Pro Forma Adjustments
Pro Forma Adjustments means reasonable adjustments for (a) non-recurring or extraordinary expenses, (b) operating efficiencies, (c) census levels and (d) per diem rates.
Pro Forma Adjustments means adjustments to EBITDA reflecting any non-recurring costs, any extraordinary expenses, any synergies, cost savings, operating expense reductions or other operating improvements in connection with such Permitted Acquisitions and such other adjustments reasonably acceptable to the Administrative Agent in connection with any Permitted Acquisitions and any asset disposition permitted pursuant to Section 10.5 closed during such period that are reasonably identifiable and factually supportable and otherwise calculated on a basis consistent with GAAP and Regulation S-X of the Securities Exchange Act of 1934, as amended, or as approved by the Administrative Agent.
Pro Forma Adjustments means, in respect of any Relevant Period, the pro forma Cash EBITDA for the remainder of that Relevant Period for all portfolios without full twelve (12) months trading for a Group Company.
Pro Forma Adjustments means the adjustments made to the unaudited consolidated balance sheet of the Borrower as at June 30, 1999 in order to prepare the Pro Forma June 30, 1999 Balance Sheet.
Pro Forma Adjustments means, for purposes of calculating compliance with any financial covenant or financial term:
Pro Forma Adjustments means, with respect to any period, the reduction in costs or other adjustments, as applicable, that are
Pro Forma Adjustments means, with respect to any Permitted Acquisition or Asset Sale, any synergies or reductions, including without limitation operating expense reductions, or other pro forma adjustments arising out of events which are directly attributable to any such Permitted Acquisition or Asset Sale, as applicable, that (x) would be permitted to be included in a pro-forma calculation consistent with Article 11 of Regulation S-X promulgated under the Securities Act of 1933, as amended, or (y) are otherwise reasonably estimated by the Borrower in good faith and on the basis of reasonable assumptions to be realized within 12 months of the date of consummation of such Permitted Acquisition or Asset Sale, so long as such synergies, reductions or other pro forma adjustments with respect to any Permitted Acquisition are set forth in the Permitted Acquisition Certificate delivered by the Borrower to the Administrative Agent with respect to such Permitted Acquisition. For purposes of any such determination, Pro-Forma Adjustments for any Permitted Acquisition or Asset Sale shall be allocated to the fiscal month in which such Permitted Acquisition or Asset Sale is consummated and the immediately preceding eleven consecutive fiscal months on a simple arithmetic basis. In addition, when determining on any date whether the conditions set forth in Section 7.02(f) are satisfied on any date, the Consolidated Fixed Charge Coverage Ratio and the Consolidated Adjusted EBITDA to be used shall be those set forth in the Compliance Certificate most recently delivered prior to such date, adjusted to give pro-forma effect (in accordance with this Section 7.15) to all Permitted Acquisitions consummated (or proposed to be consummated) after the last day of the fiscal month with respect to which such Compliance Certificate was delivered and on or prior to such date. In the event that (i) the Borrower or any of its Subsidiaries incurs, assumes, Guarantees, repays, repurchases or redeems any Indebtedness or issues, repurchases or redeems any Equity Interests in any case subsequent to the commencement of the period for which the Consolidated Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Consolidated Fixed Charge Coverage Ratio is made, then the Consolidated Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, Guarantee, repayment, repurchase or redemption of Indebtedness, ...