Adjusted Pro Forma EBITDA definition

Adjusted Pro Forma EBITDA means, for any period, Consolidated Adjusted EBITDA for such period adjusted, with respect to any period during which a Permitted Acquisition or an Asset Sale has occurred (each, a “Subject Transaction”), on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to a specific transaction, reasonably identifiable and factually supportable, which would include cost savings resulting from head count reduction, closure of facilities, elimination of corporate and regional cost allocation, conversion to Cequel’s systems, contracts and platforms, and similar restructuring actions (regardless of whether these adjustments could then be reflected in pro forma financial statements in accordance with Regulation S-X promulgated under the Securities Act or any other regulation or policy of the SEC related thereto), in each case realizable within 12 months of the consummation of such Subject Transaction or applicable related event, which pro forma adjustments shall be certified by the chief financial officer of Cequel) using the historical financial statements of any business so acquired or to be acquired or sold or to be sold and the consolidated financial statements of Cequel and its Restricted 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.

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Adjusted Pro Forma EBITDA in the amounts set forth in and as further described in the Offering Circular, but only to the extent such deductions occurred in the consecutive four quarter period used in the calculations of Fixed Charge Coverage Ratio and Senior Secured Indebtedness Leverage Ratio, as the case may be.

Examples of Adjusted Pro Forma EBITDA in a sentence

After giving effect pro forma to such Borrowing and the application of the proceeds thereof and after giving effect pro forma to such issuance, amendment, renewal or extension, the Senior Leverage Ratio (computed on the basis of (i) Indebtedness outstanding on the day of such Borrowing, issuance, amendment, renewal or extension and (ii) Adjusted Pro Forma EBITDA determined as of the last day of the fiscal quarter then most recently ended) shall not be greater than 3.
NAREIT HC REIT Index Net Debt to Adjusted Pro Forma EBITDA Ratio Key DE&I Metrics Total Potential PSUs1 Maximum Target Threshold (d) Performance below the threshold level during the Performance Period results in no PSUs being earned with respect to the applicable Performance Goal.

More Definitions of Adjusted Pro Forma EBITDA

Adjusted Pro Forma EBITDA means, for any period, the Consolidated EBITDA of the Borrower and its Subsidiaries for such period adjusted (a) by factoring into the calculation thereof the Pre-Acquisition Adjusted EBITDA for such period of each Person and business acquired by the Borrower or a Subsidiary of the Borrower in such period, as though such acquisition had been consummated on the first day of such period, and (b) by factoring out of the calculation thereof the revenues and other income items and expenses and other charges attributable to each Subsidiary or business that was sold by the Borrower or a Subsidiary of the Borrower in such period or attributable to each Subsidiary that in such period ceased to be, and each business that in such period ceased to be owned and operated solely by, a Wholly Owned Subsidiary of the Borrower, in each case as though such sale had been consummated or such other event had occurred on the first day of such period.

Adjusted Pro Forma EBITDA means for any period, for the Issuer and its Subsidiaries on a consolidated basis, an amount equal to:

Adjusted Pro Forma EBITDA means, for any period, Pro Forma EBITDA for such period plus Approved Cost Adjustments for such period.

Adjusted Pro Forma EBITDA means consolidated earnings, which includes amounts in discontinued operations, before interest, taxes, depreciation and amortization (including non-cash stock-based compensation expense), excluding (A) gains or losses on extinguishment of debt, (B) consolidated joint venture partners’ share of EBITDA, (C) deal costs, (D) net gains or losses on real estate activity, (E) gains or losses on re-measurement of equity interest upon acquisition, (F) changes in the fair value of financial instruments and (G) unrealized foreign currency gains or losses, and including (x) the Company’s share of EBITDA from unconsolidated entities and (y) other immaterial or identified items.

Adjusted Pro Forma EBITDA means, for any period, the Consolidated EBITDA of the Borrower and its Subsidiaries (other than Excluded Subsidiaries) for such period adjusted, in a manner consistent with the last sentence of this definition, (a) by factoring into the calculation thereof the Pre-Acquisition Adjusted EBITDA for such period of each Person and business acquired by the Borrower or a Subsidiary of the Borrower in such period, as though such acquisition had been consummated on the first day of such period, except Pre-Acquisition Adjusted EBITDA of Excluded Subsidiaries, and (b) by factoring out of the calculation thereof the revenues and other income items and expenses and other charges attributable to each Subsidiary or business that was sold by the Borrower or a Subsidiary of the Borrower in such period or attributable to each Subsidiary (other than an Excluded Subsidiary) that in such period ceased to be, and each business that in such period ceased to be owned and operated solely by, a Wholly Owned Subsidiary of the Borrower, in each case as though such sale had been consummated or such other event had occurred on the first day of such period. As to any Person or business acquired or sold during any period for which Adjusted Pro Forma EBITDA is calculated as set forth in the preceding sentence, the adjustments to Consolidated EBITDA shall be made in compliance with the requirements of Regulation S-X for a public offering registered under the Securities Act of 1933 for pro forma EBITDA adjustments, except for certain specified adjustments set forth on Schedule 1.1 (c) with respect to certain Persons or businesses acquired or sold prior to the Closing Date.

Adjusted Pro Forma EBITDA for any specified fiscal year of the Company, shall mean the sum of (a) the consolidated EBITDA of the Domestic Subsidiaries and the VSK Group for such fiscal year (assuming for purposes of Section 4.5(b) that, with respect to any proposed Acquisition Advance, the applicable Target Company became a Domestic Subsidiary as of the first day of such fiscal year) plus (b) two-thirds of the total dividends and management fees (if any) paid by MECAR to the Company during such fiscal year in excess of (i) with respect to fiscal year 2003 or 2004, $3,000,000, (ii) with respect to fiscal year 2005, $3,100,000 and (iii) with respect to each subsequent fiscal year, the Dollar amount applicable to the immediately preceding fiscal year plus $100,000; provided, however, that if (i) the amount of debt evidenced by the MECAR Credit Agreement or performance guarantee credit facilities of MECAR is increased without the prior written consent of Lender, (ii) MECAR's product sales contract backlog falls below $70,000,000 at any time after the Closing Date or (iii) MECAR's gross profit margin for any rolling calendar twelve month period falls below 20%, then Lender, in its sole discretion, may thereafter exclude item (b) above from the calculation of Adjusted Pro Forma EBITDA.