Pro Forma Adjustments Clause Samples

Pro Forma Adjustments. In the event that Holdings or any Subsidiary incurs, assumes, guarantees, redeems, retires or extinguishes any Indebtedness (other than Indebtedness incurred under any revolving credit facility or other incurrence of Indebtedness for working capital purposes pursuant to working capital facilities unless, in each case, such Indebtedness has been permanently repaid and has not been replaced) subsequent to the commencement of the period for which the Consolidated Leverage Ratio or the Secured Leverage Ratio is being calculated but prior to or simultaneously with the event for which the calculation of the Consolidated Leverage Ratio or the Secured Leverage Ratio is made (the “Calculation Date”), then the Consolidated Leverage Ratio or the Secured Leverage Ratio, as the case may be, shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement or extinguishment of Indebtedness as if the same had occurred at the beginning of the applicable period. For purposes of making computations herein, Investments, acquisitions, dispositions, mergers, consolidations and discontinued operations (as determined in accordance with GAAP) that have been made (or committed to be made pursuant to a definitive agreement) by Holdings or any of its Subsidiaries during the reference period or subsequent to such reference period and on or prior to or simultaneously with the Calculation Date shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, consolidations and discontinued operations (and the change in any associated Indebtedness and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the reference period. If since the beginning of such period any Person that subsequently became a Subsidiary or was merged with or into the Borrower or any of its Subsidiaries since the beginning of such period shall have made any Investment, acquisition, disposition, merger, consolidation or discontinued operation that would have required adjustment pursuant to this definition, then the Consolidated Leverage Ratio and the Secured Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger, consolidation or discontinued operation had occurred at the beginning of the applicable period. For purposes of this Section 1.3, whenever pro forma effect is to be given to a transaction, the pro f...

Pro Forma Adjustments less, without duplication, non-cash items increasing Consolidated Net Income for such period (excluding any items that represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any prior period).

Pro Forma Adjustments. For purposes of determining compliance with Section 7.04 with respect to any Test Period during which any Specified Transaction occurs, the Leverage Ratio shall be calculated with respect to such Test Period and such Specified Transaction on a Pro Forma Basis, as provided in such Section.

Pro Forma Adjustments. With respect to any period during which a Permitted Acquisition or a Disposition has occurred (each, a “Subject Transaction”), for purposes of determining the First Lien Net Leverage Ratio (including for purposes of determining compliance with Section 6.2), Consolidated EBITDA shall be calculated with respect to such period on a Pro Forma Basis (including pro forma adjustments approved by the Administrative Agent in its sole discretion which are not otherwise contemplated in the definition of “Consolidated EBITDA”) using the historical audited financial statements of any business so acquired or to be acquired or sold or to be sold and the consolidated financial statements of the Borrower and its Subsidiaries which shall be reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Indebtedness bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period); provided that if such business so acquired does not have historical audited financial statements, unaudited financial statements which are in form and substance reasonably acceptable to the Administrative Agent may be used in lieu thereof.

Pro Forma Adjustments. (a) To the extent the Borrower or any Subsidiary (a) makes any acquisition permitted pursuant to Section 6.04 or Disposition of assets outside the ordinary course of business permitted by Section 6.05 during the period of four fiscal quarters of the Borrower most recently ended or (b) consummates any transaction that requires any pro forma calculation as a condition thereto or in connection therewith under the terms of this Agreement, then, in each case, (i) the Total Net Leverage Ratio, but not the Fixed Charge Coverage Ratio, shall be calculated after giving pro forma effect thereto (including pro forma adjustments arising out of events which are directly attributable to the acquisition or the Disposition of assets, are factually supportable and are expected to have a continuing impact, in each case as determined on a basis consistent with Article 11 of Regulation S-X of the Securities Act of 1933, as amended, as interpreted by the SEC, and as certified by a Financial Officer), as if such acquisition, such Disposition or such other transaction (and any related incurrence, repayment or assumption of Indebtedness) had occurred in the first day of such four-quarter period, (ii) unless otherwise expressly required hereunder, such pro forma calculation shall be determined by reference to the financial statements for the period of four consecutive fiscal quarters ended on or most recently prior to such calculation for which financial statements have been delivered (or are required to have been delivered) to the Administrative Agent pursuant to Section 5.01(a) or (b) (or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 5.01(a) or (b), the most recent financial statements referred to in Section 3.04(a)) and (iii) any such calculation made by reference to, or requiring pro forma compliance with, any of the financial covenants shall be made by reference to the applicable financial covenant levels required under Section 6.12 for the quarter during which such acquisition, Disposition or other transaction was consummated (or, if there is no financial covenant required to be tested during such fiscal quarter, the financial covenant level for the first testing period scheduled to occur after the date of such calculation). In addition to the foregoing, and notwithstanding anything in this Agreement to the contrary, to the extent any Indebtedness is incurred or assumed in connection with any transaction permitted...

Pro Forma Adjustments. The pro forma adjustments are based on our preliminary estimates and assumptions that are subject to change. The following adjustments have been reflected in the unaudited pro forma condensed consolidated financial statements: (a) The estimated adjustment to cash and cash equivalents is as follows: Cash proceeds from Sale $ 575,000 Estimated indebtedness and net working capital adjustments (22,928 ) Net cash proceeds from Sale before fees 552,072 Contingent transaction fees relating to Sale (6,082 ) Net cash proceeds from Sale 545,990 Repayment of term loans (519,000 ) Net impact on cash and cash equivalents $ 26,990 As required under the provisions of our credit agreement, we expect to use the significant majority of the net proceeds from the Sale to pay down principal on the term loans under our credit agreement. (b) Reflects tax-related adjustments to (i) reclassify income taxes payable of $7,388 to intercompany receivable (other current assets), which represents taxes paid by the Company on behalf of the Nutrition Business; and (ii) increase deferred tax assets by $632 (included in the long-term deferred tax liability line item) due to the acceleration of certain unvested stock-based compensation awards in connection with the Sale. (c) Estimated transaction fees of $2,725 have been added to accrued liabilities in the condensed consolidated pro forma balance sheet as of September 30, 2020. This adjustment represents the estimated transaction fees (such as professional fees and due diligence costs) to be incurred subsequent to September 30, 2020. During the nine months ended September 30, 2020, we incurred $2,755 of transaction fees, which have been removed from the condensed consolidated condensed statement of operations for such period. Contingent transaction fees relating to the Sale (such as advisory fees) that were paid at closing by the Company were $6,082. (d) We expect to use $519,000 of the net proceeds from the Sale to repay debt under our credit agreement. We also expect to write off $8,946 of the debt issue costs and original issue discount (“OID”) associated with the debt. (e) This adjustment reflects the stock-based compensation expense associated with the acceleration of certain unvested stock-based compensation awards in connection with the Sale. (f) The estimated adjustment to retained earnings consists of the following: Write-off of debt issue costs and OID (see Note 2(d)) $ (8,946 ) De-designation of interest rate swaps (see Note 2(g))...

Pro Forma Adjustments. In calculating Borrower's compliance with --------------------- the financial covenants set forth in paragraphs 1(a), (b), (c) and (d) above, the following adjustments shall be made on a pro forma basis to reflect the --------- effect of Acquisitions occurring after the Closing Date and during the relevant Rolling Four-Quarter Period: (i) For the purposes of paragraphs 1(a), (b), (c) and (d), EBITDA shall be adjusted on a pro forma basis to include the actual --------- historical EBITDA of such acquired entity for such period (as defined in this Annex G, but determined for such entity) , as if ------- such entity had been acquired on the first day of such period, to eliminate, as of the first day of such period, any Indebtedness refinanced in such Acquisition and to include, as of the first day of such period, any Indebtedness incurred in connection with such Acquisition (including any portion thereof incurred to fund such refinancing); (ii) For the purposes of paragraph 1(b), Funded Debt shall be adjusted on a pro forma basis to reflect, as of the first day of such --------- period, any Funded Debt incurred, assumed or refinanced in connection with such Acquisition; and (iii) For the purposes of paragraphs 1(c) and (d), Capital Expenditures, Fixed Charges, Interest Expense and Tax Expense shall be adjusted on a pro forma basis to include the actual Capital --------- Expenditures, Fixed Charges, Interest Expense and Tax Expense of such acquired entity for such period, as if such entity had been acquired on the first day of such period, including, any interest attributable to any Indebtedness incurred in connection with such Acquisition, but excluding any Interest Expense or other Fixed Charges attributable to any Indebtedness refinanced in such Acquisition.

Pro Forma Adjustments. The following pro forma adjustments are included in the Company’s unaudited pro forma condensed combined financial information:

Pro Forma Adjustments. For purposes of determining compliance with Section 7.08 with respect to any Test Period during which any Specified Transaction occurs, the Consolidated Fixed Charge Ratio and the Consolidated Rent-Adjusted Leverage Ratio shall be calculated with respect to such Test Period and such Specified Transaction on a Pro Forma Basis.