Organon Pro Forma Balance Sheet means the pro forma combined balance sheet of Organon and the Organon Subsidiaries, including any notes or subledgers thereto, as of December 31, 2020, as presented in the Information Statement.
Pro Forma Balance Sheet as defined in Section 4.1(a).
Pro Forma Financial Statements shall have the meaning set forth in Section 5.5(b) hereof.
Interim Balance Sheet as defined in Section 3.4.
Pro Forma Basis “Pro Forma Compliance” and “Pro Forma Effect” mean, with respect to compliance with any test, financial ratio or covenant hereunder required by the terms of this Agreement to be made on a Pro Forma Basis or after giving Pro Forma Effect thereto, 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 that have been made during the applicable period of measurement or subsequent to such period and prior to or simultaneously with the event for which the calculation is made shall be deemed to have occurred as of the first day of the applicable period of measurement in such test, financial ratio or covenant: (i) income statement items (whether positive or negative) attributable to the property or Person subject to such Specified Transaction, (A) in the case of a Disposition of all or substantially all Equity Interests 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 (B) in the case of a Permitted Acquisition or Investment described in the definition of “Specified Transaction,” shall be included, (ii) any retirement of Indebtedness, and (iii) any Indebtedness incurred or assumed by the Borrower or any of its Subsidiaries in connection therewith and if such Indebtedness has a floating or formula rate, 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 and interest on any Indebtedness under a revolving credit facility computed on a Pro Forma Basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period; provided that, without limiting the application of the Pro Forma Adjustment pursuant to clause (a) above, 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 operating expense reductions that are (i) (x) directly attributable to such transaction, (y) expected to have a continuing impact on the Borrower or any of its Subsidiaries and (z) factually supportable or (ii) otherwise consistent with the definition of “Pro Forma Adjustment.”
Company Balance Sheet has the meaning set forth in Section 3.04(e).
Latest Balance Sheet has the meaning set forth in Section 3.4(a).
Closing Date Balance Sheet has the meaning specified in Section 2.3(b).
Pro Forma means producing a balance sheet that reflects a reasonably accurate financial statement of the Failed bank through the date of closing. The pro forma financial statements serve as a basis for the opening entries of both the Assuming Institution and the Receiver.
Audited Balance Sheet means the audited balance sheet of the company prepared for the purposes of the Companies Acts for a financial year unless an audited consolidated balance sheet dealing with the state of affairs of the company and its subsidiary undertakings required to be dealt with in group accounts has been prepared for those purposes for the same financial year, in which case it means that audited consolidated balance sheet, and in that case all references to reserves shall be deemed to be references to consolidated reserves;
Balance Sheet has the meaning set forth in Section 3.06.
Pro Forma EBITDA means, for any period, the Consolidated EBITDA of the Issuer and the Restricted Subsidiaries, provided that for the purposes of calculating Pro Forma EBITDA for such period, if, as of such date of determination:
Consolidated Financial Statements means, with respect to any Person, collectively, the consolidated financial statements and notes to those financial statements, of that Person and its Consolidated Subsidiaries prepared in accordance with GAAP.
Closing Balance Sheet has the meaning set forth in Section 2.4(a).
Final Balance Sheet has the meaning set forth in Section 3.3(b).
Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.
Most Recent Balance Sheet means the balance sheet contained within the Most Recent Financial Statements.
Pro Forma Adjusted EBITDA shall have the meaning assigned to such term in Section 3.05(a).
Reference Balance Sheet shall have the meaning assigned to it in Section 4.3.
Pro Forma Entity has the meaning given to such term in the definition of “Acquired EBITDA.”