Pro Forma Consolidated Cash Flow means, for any period, the Consolidated Cash Flow of the Company for such period calculated on a pro forma basis to give effect to any Asset Disposition or Asset Acquisition not in the ordinary course of business (including acquisitions of other Persons by merger, consolidation or purchase of Capital Stock) during such period as if such Asset Disposition or Asset Acquisition had taken place on the first day of such period.
Pro Forma Consolidated Cash Flow means, with respect to any Person, for any period, the Consolidated Cash Flow of such Person for such period calculated on a pro forma basis to give effect to any Asset Sale or other disposition or Asset Acquisition (including acquisitions of other Persons by merger, consolidation or purchase of Capital Stock) by such Person during such period as if such Asset Sale or other disposition or Asset Acquisition had taken place on the first day of such period. For purposes of this definition, whenever pro forma effect is to be given to an Asset Acquisition and the amount of income or earnings relating thereto, the pro forma calculations shall be determined in good faith by a responsible financial or accounting Officer of the Company. Any such pro forma calculations may include operating expense reductions (net of associated expenses) for such period resulting from the Asset Acquisition or other Investment which is being given pro forma effect that (a) would be permitted to be reflected on pro forma financial statements pursuant to Rule 11-02 of Regulation S-X under the Securities Act or (b) have been realized or for which substantially all the steps necessary for realization have been taken or, at the time of determination, are reasonably expected to be taken with 180 days immediately following any such Asset Acquisition or other Investment, including, but not limited to, the execution, termination, renegotiation or modification of any contracts, the termination of any personnel or the closing of any facility, as applicable, provided that, in any case, such adjustments shall be calculated on an annualized basis and such adjustments are set forth in an Officers’ Certificate signed by the Company’s chief financial officer and another Officer which states in detail (i) the amount of such adjustment or adjustments, (ii) that such adjustment or adjustments are based on the reasonable good faith beliefs of the Officers executing such Officers’ Certificate at the time of such execution and (iii) that such adjustment or adjustments and the plan or plans related thereto have been reviewed and approved by the Company’s Board of Directors.
Pro Forma Consolidated Cash Flow means for any period the Corporation's Consolidated Cash Flow for such period calculated on a pro forma basis to give effect to any Asset Disposition or acquisition of assets not in the ordinary course of business (including acquisitions by merger, consolidation or purchase of capital stock) during such period or thereafter as if such Asset Disposition or acquisition had taken place on the first day of such period.
More Definitions of Pro Forma Consolidated Cash Flow
Pro Forma Consolidated Cash Flow means, for any period, the Consolidated Cash Flow of the Company for such period calculated on a pro forma basis to give effect to any Asset Disposition or Asset Acquisition not in the ordinary course of business (including acquisitions of other Persons by merger, consolidation or purchase of Capital Stock) during such period as if such Asset Disposition or Asset Acquisition had taken place on the first day of such period, including any related financing transactions and also giving pro forma effect to any other Indebtedness repaid or discharged during such period other than with respect to working capital borrowings.
Pro Forma Consolidated Cash Flow. Available for Fixed Charges” for Parent and its Restricted Subsidiaries for any period means Consolidated Cash Flow Available for Fixed Charges of Parent and its Restricted Subsidiaries for such period, calculated in accordance with the definition thereof; provided, however, that if (A) since the beginning of the applicable period Parent or one of its Restricted Subsidiaries shall have made one or more Asset Dispositions or an Investment (by merger or otherwise) in any Restricted Subsidiary (or any Person which becomes a Restricted Subsidiary) or an acquisition, merger or consolidation of Property which constitutes all or substantially all of an operating unit of a business or a line of business or (B) since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into Parent or any Restricted Subsidiary since the beginning of such period) shall have made such an Asset Disposition, Investment, acquisition, merger or consolidation, then Consolidated Cash Flow Available for Fixed Charges for such four full fiscal quarter period shall be calculated after giving pro forma effect to such Asset Dispositions, Investments, acquisitions, mergers or consolidations as if such Asset Dispositions, Investments, acquisitions, mergers or consolidations occurred on the first day of such period. For purposes of this definition, whenever “pro forma” effect is to be given to any Asset Disposition, Investment, acquisition, merger or consolidation, the calculations shall be performed in accordance with Article 11 of Regulation S-X promulgated under the Securities Act, as interpreted in good faith by the chief financial officer of Parent, except that any such pro forma calculation may include operating expense reductions for such period attributable to the transaction to which pro forma effect is being given (including, without limitation, operating expense reductions attributable to execution or termination of any contract, reduction of costs related to administrative functions, the termination of any employees or the closing (or the approval by the Board of Directors of Parent of the closing) of any facility) that have been realized or for which all steps necessary for the realization of which have been taken or are reasonably expected to be taken within twelve months following such transaction; provided that such adjustments are set forth in an Officers’ Certificate which states (i) the amount of such adjustment or adjust...
Pro Forma Consolidated Cash Flow shall be amended, so that the word "and" at the end of (v) and the entire paragraph (vi) shall be deleted, and the following paragraphs will be inserted in their stead:
Pro Forma Consolidated Cash Flow means, at any date of determination, the sum of the following calculated on a pro forma basis for the Company and its Subsidiaries on a consolidated basis for the four fiscal quarter period ending on the last day of the most recent quarter for which financial reports pursuant to subsections 7.1(a) and (b) and a certificate pursuant to subsection 7.2(b) have been delivered:
Pro Forma Consolidated Cash Flow means, for any period for which the amount thereof is to be determined, Consolidated Cash Flow during such period; provided that (i) in respect of any acquisition consummated during such period, Consolidated Cash Flow shall be calculated as if such acquisition had occurred on the first day of such period, (ii) in respect of any restaurant first opened during such period, Consolidated Cash Flow shall be calculated on an annualized basis as if such property
Pro Forma Consolidated Cash Flow means, for any period for which the amount thereof is to be determined, Consolidated Cash Flow of the Borrower and its Subsidiaries during such period, plus the Going-Private Supplement, if applicable; provided that (i) in respect of any Acquisition consummated during such period, the Consolidated Cash Flow thereof shall be calculated on a pro forma basis as if such Acquisition had occurred on the first day of such period, and (ii) in respect of any Property developed during such period, the Consolidated Cash Flow of such Property shall be an amount equal to the average Consolidated Cash Flow for such period of all other Properties of the Borrower and its Subsidiaries of the same brand, similar type and store configuration which have been open for business for at least one year. The "Going-Private Supplement" shall be (a) $125,000 for each of the four fiscal quarters of the Borrower
Pro Forma Consolidated Cash Flow means, for any period for which the amount thereof is to be determined, Consolidated Cash Flow of the Borrower and its Subsidiaries during such period, plus the Going-Private Supplement, if applicable; provided that (i) in respect of any Acquisition consummated during such period, the Consolidated Cash Flow thereof shall be calculated on a pro forma basis as if such Acquisition had occurred on the first day of such period, and (ii) in respect of any Property developed during such period, the Consolidated Cash Flow of such Property shall be an amount equal to the average Consolidated Cash Flow for such period of all other Properties of the Borrower and its Subsidiaries of the same brand, similar type and store configuration which have been open for business for at least one year. The "Going-Private Supplement" shall be (a) $125,000 for each of the four fiscal quarters of the Borrower most recently completed immediately prior to the Effective Date, plus (b) for the fiscal quarter in which the Effective Date occurs and for each of the three fiscal quarters of the Borrower most recently completed prior to the Effective Date, the non-recurring expenses incurred by the Borrower during such quarter in connection with the implementation of the Merger to the extent deducted in determining Consolidated Net Income for such quarter, provided that the aggregate amount of such expenses to be included in the Going Private Supplement described in this clause (b) shall not exceed $3,000,000.