Pro Forma Consolidated EBITDA definition

Pro Forma Consolidated EBITDA means the Consolidated EBITDA of the Parent and its Subsidiaries (after giving effect to the consummation of the PCC Acquisition) for the most recently ended four-quarter period as of the Effective Date, with such adjustments as are reasonably acceptable to the Collateral Agent.

Pro Forma Consolidated EBITDA means, for any Person for any period, the Consolidated EBITDA of such Person on a pro forma basis; provided that if, since the beginning of the relevant period,

Pro Forma Consolidated EBITDA means, for any period, as to the Borrower and its consolidated Subsidiaries, Consolidated EBITDA of the Borrower and its consolidated Subsidiaries plus (or minus), without duplication, the allocable share of Consolidated EBITDA, for such period of any Person acquired or divested during such period on a Pro Forma Basis (calculated as if such Person had been a Subsidiary for all of such period).

Examples of Pro Forma Consolidated EBITDA in a sentence

• Pro Forma Consolidated EBITDA for fiscal year ended December 30, 2007 is a measure that the Company uses to calculate its financial covenants under its Credit Agreement and is intended to provide a view of the Company’s continuing operations.

• Agent shall have received evidence satisfactory to Agent and Lenders that the Credit Parties shall have, as of the Restatement Closing Date, for the prior four consecutive Fiscal Quarters measured as of March 31, 2006, a Pro Forma Consolidated EBITDA of at least $32,000,000.

• Pro Forma Consolidated EBITDA (i) excludes the EBITDA contribution for the Hoffmaster business divested in Q4 2007 and the Japanese straw and dairy businesses divested in Q4 2007 and Q4 2006, respectively; and (ii) includes the impact of the sale leaseback transaction of six properties completed in Q2 2007.

• Attach certificate setting forth calculation of Pro Forma Consolidated EBITDA.

• The "Debt to Cash Flow Ratio" shall be determined as of the last day of each fiscal quarter and shall mean the ratio of (a) Funded Indebtedness as of such date less the principal amount outstanding under Floor Plan Financings as of such date to (b) the difference between (i) Pro Forma Consolidated EBITDA for the four consecutive fiscal quarters ended on such date less (ii) Pro Forma Floor Plan Interest Expense for the four consecutive fiscal quarters ended on such date.

More Definitions of Pro Forma Consolidated EBITDA

Pro Forma Consolidated EBITDA means, for any period, the Consolidated EBITDA for such period calculated on a Pro Forma Basis.

Pro Forma Consolidated EBITDA means, with respect to any Permitted Acquisition, the Consolidated EBITDA of the Person, business or division acquired in such Permitted Acquisition calculated in a manner reasonably satisfactory to Agent.

Pro Forma Consolidated EBITDA means, with respect to any period, the Consolidated EBITDA of the Company and its Restricted Subsidiaries for such period with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth under Section 1.07.

Pro Forma Consolidated EBITDA means, at any date of determination, an amount equal to the Consolidated EBITDA of Holdings and its Subsidiaries for the most recently completed Measurement Period prior to such date for which Holdings and/or the Borrowers have delivered Consolidated financial statements of Holdings and its Subsidiaries pursuant to Section 5.03(b) or 5.03(c); provided that with respect to any sale, transfer or other disposition of any property or assets of any of the Borrowers or any of their respective Subsidiaries pursuant to Section 5.02(d)(viii) or 5.02(d)(ix), if any of the Borrowers or any of their respective Subsidiaries shall have purchased or otherwise acquired or shall have sold, transferred or otherwise disposed of any other property or assets at any time on or after the first day of such Measurement Period and prior to such date, such Consolidated EBITDA shall be increased (in the case of each such purchase or other acquisition) or reduced (in the case of each such sale, transfer or other disposition) by the Consolidated EBITDA of Holdings and its Subsidiaries that would have been directly contributed thereto by such other property or assets during such Measurement Period, determined in good faith by the board of directors of the applicable Borrower on a pro forma basis as though such Borrower or the Subsidiary of such Borrower that is effecting such transaction had purchased or otherwise acquired or had sold, transferred or otherwise disposed of such other property or assets on the first day of such Measurement Period.

Pro Forma Consolidated EBITDA means, in respect of any transaction, the increase or decrease in Consolidated EBITDA attributable to such transaction, assuming the transaction had occurred on the first day of the determination period, to the extent readily quantifiable by reference to (A) past performance, existing contractual commitments or otherwise as may be appropriate in the case of a Going Concern Acquisition and (B) existing contractual commitments in the case of an Asset Acquisition, in either case as set forth in a certificate from a Responsible Officer based on information that is reasonably acceptable to the Administrative Agent.

Pro Forma Consolidated EBITDA means, with respect to any Permitted Acquisition, Consolidated EBITDA for the Person or business subject to such Permitted Acquisition calculated on a Pro Forma Basis for the most recent twelve (12) month period preceding the acquisition ACTIVEUS 188979588v.10 thereof, adjusted by verifiable expense reductions, including reductions in excess owner compensation, if any, calculated on a month by month basis, to the extent such adjustments (a) are expected to be realized within twelve (12) months following such Permitted Acquisition, (b) are certified as such in a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent describing such adjustments in reasonable detail, and (c) are approved by the Administrative Agent (which approval may not be unreasonably withheld).

Pro Forma Consolidated EBITDA for any period shall mean Consolidated EBITDA for such period, calculated in accordance with the following: