Pro Forma Adjusted EBITDA definition

Pro Forma Adjusted EBITDA shall have the meaning assigned to such term in Section 3.05(a).

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Pro Forma Adjusted EBITDA as set forth in the “Summary—Summary Historical Financial and Pro Forma Financial Data” in the Offering Memorandum to the extent such adjustments, without duplication, continue to be applicable to the Reference Period (it being understood that such adjustments shall be calculated net of the amount of actual benefits realized or expected to be realized during Reference Period that are otherwise included in the calculation of Consolidated EBITDA).

Pro Forma Adjusted EBITDA a non-GAAP measure, means pro forma net loss before the impact of interest income or expense, income tax expense or benefit and depreciation and amortization, and further adjusted for the same items as Adjusted EBITDA.

Examples of Pro Forma Adjusted EBITDA in a sentence

• Receipt by the Administrative Agent of a certificate of the Borrower Representative’s chief financial officer, in form, substance and detail satisfactory to the Administrative Agent demonstrating that the Pro Forma Adjusted EBITDA for the twelve month period ended December 31, 2007 is equal to at least $20,000,000 from planned continuing operations.

• The Companies shall deliver: (i) the Financial Statements to the Investor, which shall be in form and substance satisfactory to the Investor; and (ii) calculations showing that on the Closing Date, on a pro forma basis, Pro Forma Adjusted EBITDA for the most recently ended twelve month period for Emtec and its consolidated Subsidiaries was at least Eight Million Five Hundred Thousand Dollars ($8,500,000).

• Pro forma net income and pro forma income from operations reconcile to Pro Forma Adjusted EBITDA as set forth below.

• For more information, see “Non-GAAP financial measures.” Pro Forma Adjusted EBITDA does not reflect any anticipated synergies or dyssynergies, operating efficiencies or cost savings that may result from the Merger or any acquisition and integration costs that may be incurred.

• For the avoidance of doubt, (x) in the event that Pro Forma Adjusted EBITDA of the Company does not exceed $3,869,000, the US Seller shall not be entitled to any additional consideration pursuant to this Section 1.4, and (y) in no event shall either (1) the amount of the Earnout Cash or (2) the aggregate principal amount of the Seller Note exceed $1,750,000, respectively.

More Definitions of Pro Forma Adjusted EBITDA

Pro Forma Adjusted EBITDA as set forth in footnote (5) to “Offering Memorandum Summary—Summary Historical Combined and Unaudited Pro Forma Combined Financial Information and Other Data” in the Offering Memorandum, to the extent such adjustments, without duplication, continue to be applicable to the Reference Period; provided that any such adjustments that consist of reductions in costs and other operating improvements or synergies shall be calculated in accordance with, and satisfy the requirements specified in, the definition of “Pro Forma Cost Savings.”

Pro Forma Adjusted EBITDA means Adjusted EBITDA adjusted for commission costs paid under the Company’s Chicago master franchise agreement for which the Company used a portion of the net proceeds from its initial public offering to exercise its buyback provision, this was completed on June 19, 2017.

Pro Forma Adjusted EBITDA means earnings before interest, income taxes, depreciation and amortization of the Company, on a consolidated basis, together with that of (A) each entity with which the Company has a management services agreement in place, and (B) each entity acquired by the Company during the applicable financial year for the period from January 1 of such year through to the date of completion of the applicable acquisition, in each case adjusted to exclude (i) income from investments, (ii) equity-based compensation, (iii) non-recurring expenses associated with public listing, and (iv) fair value adjustments on biological assets and derivative liabilities.

Pro Forma Adjusted EBITDA means the Adjusted EBITDA of the Company for the test period plus the Adjusted EBITDA of any Person that becomes a Restricted Subsidiary of the Company to the extent that the Company’s Consolidated Net Income does not include the Net Income of such Person less the Adjusted EBITDA of any Restricted Subsidiary sold, conveyed, transferred or otherwise disposed of by the Company to the extent that the Company’s Consolidated Net Income includes the Net Income of such Restricted Subsidiary.

Pro Forma Adjusted EBITDA means EBITDA adjusted as if the acquisition of Sergel Entities and consequently following events have been made one year prior the last day of current interim report.

Pro Forma Adjusted EBITDA means, for any period, the sum of (a) EBITDA for such period, plus (b) non-cash charges for accretion on closure and post-closure obligations, plus (c) non-cash charges associated with the disposal contract between Waste Management, Inc. and the Borrower, plus (d) non-cash charges (or minus non-cash benefits, if applicable) reflecting the adoption of SFAS No. 123 (and all amendments thereto), plus (e) cash compensation charges in an aggregate amount not to exceed $5,000,000 and non-cash compensation charges, all with respect to stock options outstanding and shares issued by Waste Corporation in connection with the extinguishment of options and warrants as part of the 2004 Reorganization, plus (f) the EBITDA for such period of any assets or businesses to be acquired by the Borrower or any of its Consolidated Subsidiaries (the "Acquired Business") or a Consolidated Subsidiary to be acquired or formed since the beginning of such period (the "Acquired Subsidiary") so long as (i) the acquisition of the Acquired Business or the Acquired Subsidiary satisfies the criteria of a Qualified Acquisition Expenditure, (ii) the Borrower, the Acquired Subsidiary and the other Subsidiaries have complied with requirements of Section 8.08, (iii) the Administrative Agent (1) shall have received the audited annual consolidated and consolidating financial statements for such Acquired Business or Acquired Subsidiary for the fiscal year most recently ended, accompanied by the related opinion of independent public accountants acceptable to the Administrative Agent, which financial statements and opinion must satisfy the criteria set forth in Section 8.01(a), or (2) if audited annual financial statements of the Acquired Business or the Acquired Subsidiary are unavailable, shall have received such financial statements and other information (including the amount of EBITDA to be used in determining Pro Forma Adjusted EBITDA (plus, for the purpose of computing Pro-forma Adjusted EBITDA, the effect of Additional Volume and/or Increased Use, as applicable, and itemized direct cost savings that will be achieved as a result of, or in connection with, the Acquisition) requested by the Administrative Agent, in form and substance satisfactory to the Administrative Agent, and (iv) the Administrative Agent has received unaudited consolidated and consolidating financial statements (or other financial information) of the Acquired Business or the Acquired Subsidiary for the fiscal quarter most rece...

Pro Forma Adjusted EBITDA means the sum of the Adjusted EBITDA including pro forma adjustments of Coveris Americas for the fiscal year ended December 31, 2017, and the Adjusted EBITDA of TC Transcontinental for the fiscal year ended October 29, 2017.