Pro Forma Adjustment Certificate means any certificate of an Authorized Officer of the Borrower delivered pursuant to Section 9.1(h) or setting forth the information described in clause (iv) to Section 9.1(d).
Pro Forma Adjustment Certificate means a certificate of a Responsible Officer of Company delivered pursuant to subsection 6.1(xii) setting forth the information described in clause (d) of subsection 6.1(iii).
Pro Forma Adjustment Certificate means any certificate by the chief financial officer of the Borrower or any other officer of the Borrower reasonably acceptable to the Administrative Agent delivered pursuant to Section 6.1(h).
Examples of Pro Forma Adjustment Certificate in a sentence
Not later than any date on which financial statements are delivered with respect to any Test Period in which a Pro Forma Adjustment is made as a result of the consummation of the acquisition of any Acquired Entity or Business by the Parent, the Borrower or any Restricted Subsidiary for which there shall be a Pro Forma Adjustment, a Pro Forma Adjustment Certificate.
Attached hereto in reasonable detail the calculations required to establish the basis for any (i) Pro Forma Adjustment not previously set forth in any Pro Forma Adjustment Certificate and (ii) change in the amount of a Pro Forma Adjustment set forth in any Pro Forma Adjustment Certificate previously provided.
More Definitions of Pro Forma Adjustment Certificate
Pro Forma Adjustment Certificate means any certificate of a Responsible Officer of Holdings delivered pursuant to Section 6.02(e).
Pro Forma Adjustment Certificate means a certificate signed by a Financial Officer of the Borrower and delivered to the Administrative Agent for delivery to the Lenders setting forth a reasonably detailed calculation of any Pro Forma Adjustment.
Pro Forma Adjustment Certificate means any certificate of an Authorized Officer of RailAmerica delivered pursuant to Section 9.1(i) or setting forth the information described in clause (iv) to Section 9.1(d).
Pro Forma Adjustment Certificate means any certificate of an Authorized Officer of Parent delivered pursuant to Section 8.1(n).
Pro Forma Adjustment Certificate not later than the consummation of any Acquisition by Borrower or any of its Subsidiaries for which there shall be a Pro Forma Adjustment, an Officer's Certificate of Borrower setting forth the amount of such Pro Forma Adjustment and, in reasonable detail, the calculations and basis therefor; and
Pro Forma Adjustment Certificate means any certificate of an Authorized Officer of the Borrower delivered pursuant to Section 9.1(h) or setting forth the information described in clause (d) to Section 9.1(d). “Pro Forma Basis”, “Pro Forma Compliance” and “Pro Forma Effect” shall mean, with respect to compliance with any test or covenant hereunder, 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 shall be deemed to have occurred as of the first day of the applicable period of measurement in such test or covenant: (a) income statement items (whether positive or negative) attributable to the property or Person subject to such Specified Transaction, (i) in the case of a sale, transfer or other Disposition of all or substantially all Capital Stock 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 (ii) in the case of a Permitted Acquisition or Investment described in the definition of the term “Specified Transaction”, shall be included, (b) any retirement or repayment of Indebtedness and (c) any Indebtedness incurred or assumed by the Borrower or any of the Restricted 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; provided that, without limiting the application of the Pro Forma Adjustment pursuant to (A) above (but without duplication thereof), 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 events (including operating expense reductions) that are (i) (x) directly attributable to such transaction, (y) expected to have a continuing impact on the Borrower and the Restricted Subsidiaries and (z) factually supportable or (ii) otherwise consistent with the definition of the term “Pro Forma Adjustment”. “Pro Forma Entity” shall mean any Acquired Entity or Business, any Sold Entity or Business, any Converted Restricted Subsidiary or any Converted Unrestricted Subsidiary. “Pro Forma Financial Statements” shall mean a pro forma consolidated bala...
Pro Forma Adjustment Certificate means any certificate of an Authorized Officer of Holdings delivered pursuant to Section 9.1(h)