Pro Forma Entity definition

Pro Forma Entity has the meaning given to such term in the definition of “Acquired EBITDA.”

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Pro Forma Entity means any Acquired Entity or Business or any Converted Restricted Subsidiary.

Pro Forma Entity shall have the meaning provided in the definition of “Acquired EBITDA.”

Examples of Pro Forma Entity in a sentence

Subject to the Pre-Closing Restructuring, the Company owns, directly or indirectly, all of the issued and outstanding capital stock or other Equity Interests in each Acquired Pro Forma Entity.
Accrued Expenses Acquired EBITDA respect to any Pro Forma Entity for any period, the amount for such period of Consolidated EBITDA of such Pro Forma Entity (determined as if references to the Borrower and the Restricted references to such Pro Forma Entity and its Subsidiaries which will become Restricted Subsidiaries), all as determined on a consolidated basis for such Pro Forma Entity.
Pro Forma Entity eans any Acquired Entity or Business or any Converted Restricted Subsidiary.
There are no outstanding (x) options, warrants, or other rights to purchase from any Acquired Pro Forma Entity any other Equity Interests of any Acquired Pro Forma Entity, (y) securities convertible into or exchangeable for Equity Interests of any Acquired Pro Forma Entity, or (z) other commitments of any kind for the issuance of any other Equity Interests of any Acquired Pro Forma Entity, in each case, outstanding as of the date of this Agreement.

More Definitions of Pro Forma Entity

Pro Forma Entity means, for any period, any Person, property, business or asset (other than any Unrestricted Subsidiary) acquired by the Issuer or any Restricted Subsidiary during such period, including pursuant to a transaction consummated prior to the Issue Date, to the extent not subsequently sold, transferred or otherwise disposed of, and any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period.

Pro Forma Entity means any Acquired Entity or Business or any Converted Restricted Subsidiary. “Proposed Change” has the meaning assigned to such term in Section 9.02(c).

Pro Forma Entity has the meaning provided in the definition of the term “Acquired Consolidated Cash Flow.”

Pro Forma Entity as defined in “Acquired EBITDA”.

Pro Forma Entity means any Acquired Entity or Business or any Converted Restricted Subsidiary. “Pro Forma Financial Statements” has the meaning assigned to such term in Section 3.04(b). “Proposed Change” has the meaning assigned to such term in Section 9.02(c).

Pro Forma Entity shall have the meaning provided in the definition of the term Acquired Consolidated EBITDA.

Pro Forma Entity means any Acquired Entity or Business or any Converted Restricted Subsidiary. “Pro Forma Financial Statements” means the pro forma consolidated balance sheet and related pro forma consolidated statement of operations, of the Borrower, as of, and for the twelve-month period ending on, the last day of the most recently completed four-fiscal quarter period ended at least 60 days prior to the Effective Date (or 120 days prior to the Effective Date in the case such four fiscal quarter period is the end of the Target’s fiscal year), prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statements), which need not be prepared in compliance with Regulation S-X of the Securities Act of 1933, as amended, or include adjustments for purchase accounting (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (formerly SFAS 141R)), tax adjustments, deferred taxes or other similar pro forma adjustments. “Proceeding” has the meaning assigned to such term in Section 9.03(b). “Proposed Change” has the meaning assigned to such term in Section 9.02(c). “PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time. “Public Company Costs” has the meaning assigned to such term in the definition of “Consolidated EBITDA”. “Public Lender” has the meaning assigned to such term in Section 5.01. “QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D). “QFC Credit Support” has the meaning assigned to such term in Section 9.22. “QofE Report” has the meaning assigned to such term in clause (a)(xix) of the definition of “Consolidated EBITDA.” “Qualifying Bridge Facility” has the meaning assigned to such term in the definition of “Required Additional Debt Terms”. “Qualified Equity Interests” means Equity Interests other than Disqualified Equity Interests. “Quotation Day” means for any Interest Period, the day two Business Days prior to the first day of such Interest Period. “Ratio Incurrence” has the meaning assigned to such term in Section 1.11(d). 68 US-DOCS\115047431.4