Pro Forma Leverage Test definition

Pro Forma Leverage Test means, as of any date of determination, with respect to any Specified Transaction, a pro forma Consolidated Net Leverage Ratio that is equal to or less than the maximum Consolidated Net Leverage Ratio then permitted under Section 7.14 (whether or not the covenant set forth in Section 7.14 is then applicable), adjusted by reducing the numerator of such maximum permitted ratio by 0.50, for the most recent fiscal quarter (or fiscal year, as applicable) most recently ended prior to such date for which financial statements are required to have been delivered to the Administrative Agent pursuant to Section 4.01, 6.01(a) or 6.01(b), determined based on the financial information received for such most recently ended fiscal quarter (or fiscal year, as applicable) after giving effect to such Specified Transaction and any other Specified Transaction consummated after the date of such financial statements and on or prior to the date of such Specified Transaction.”
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Pro Forma Leverage Test means, as of any date of determination, with respect to any Specified Transaction, a pro forma Consolidated Net Leverage Ratio that is equal to or less than (i) for the period from the Closing Date through December 31, 2016, 5.00 to 1.00, (ii) for the period from January 1, 2017 through December 31, 2017, 4.50 to 1.00 and (iii) any time after January 1, 2018, 4.00 to 1.00, in each case, determined based on the financial information received for the fiscal quarter (or fiscal year, as applicable) most recently ended prior to such date for which financial statements have been delivered to the Administrative Agent pursuant to Section 4.01(a)(x), 6.01(a) or 6.01(b), as applicable, after giving effect to such Specified Transaction and any other Specified Transaction consummated after the date of such financial statements and on or prior to the date of such Specified Transaction.
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Pro Forma Leverage Test means, on any date of determination, (i) for purposes of Permitted Acquisitions, that the Pro Forma Leverage Ratio is not greater than 2.50 to 1.00 and (ii) for all other purposes, that the Pro Forma Leverage Ratio is not greater than 3.00 to 1.00.
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Examples of Pro Forma Leverage Test in a sentence

  • The Borrowers and Guarantors will not make, and will not permit or suffer any of the Pledged Entities making, any acquisition of the Capital Stock or all, substantially all or a material portion of the assets of any Person unless (a) such acquisition is in furtherance of the Lines of Business, and (b) at the time of any such acquisition (i) there is no Default outstanding for which notice, if required, has been given, and (ii) the Pro Forma Leverage Test is satisfied.


More Definitions of Pro Forma Leverage Test

Pro Forma Leverage Test means, as of any date of determination, with respect to any applicable transaction, a pro forma Consolidated Net Leverage Ratio that is equal to or less than 4.00 to 1.00, in each case, determined based on the financial information received for the fiscal quarter (or fiscal year, as applicable) most recently ended prior to such date for which financial statements have been delivered to the Administrative Agent pursuant to Section 4.01(a) (x), 6.01(a) or 6.01(b), as applicable, after giving effect to such other transaction and any concurrent repayment or prepayment of Indebtedness in connection therewith.
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Pro Forma Leverage Test means, as of any date of determination, with respect to any applicable transaction, a pro forma Consolidated Net Leverage Ratio that is equal to or less than 4.00 to 1.00, in each case, determined based on the financial information received for the fiscal quarter (or fiscal year, as applicable) most recently ended prior to such date for which financial statements have been delivered to the Administrative Agent pursuant to Section 4.01(a)(x), 6.01(a) or 6.01(b), as applicable, after giving effect to such other transaction and any concurrent repayment or prepayment of Indebtedness in connection therewith.
Sample 1
Pro Forma Leverage Test means, as of any date of determination, with respect to any Specified Transaction, a pro forma Consolidated Net Leverage Ratio that is equal to or less than the maximum Consolidated Net Leverage Ratio set forth in the applicable fiscal quarter below for the most recent fiscal quarter (or fiscal year, as applicable) most recently ended prior to such date for which financial statements are required to have been delivered to the Administrative Agent pursuant to Section 4.01, 6.01(a) or 6.01(b), determined based on the financial information received for such most recently ended fiscal quarter (or fiscal year, as applicable) after giving effect to such Specified Transaction and any other Specified Transaction consummated after the date of such financial statements and on or prior to the date of such Specified Transaction.” Fiscal Quarter Consolidated Net Leverage Ratio March 31, 2018 6.50 to 1.00 June 30, 2018 6.25 to 1.00 September 30, 2018 6.00 to 1.00 December 31, 2018 5.75 to 1.00 March 31, 2019 5.75 to 1.00 June 30, 2019 5.75 to 1.00 September 30, 2019 5.75 to 1.00 December 31, 2019 5.50 to 1.00 March 31, 2020 5.50 to 1.00 June 30, 2020 5.50 to 1.00 September 30, 2020 and thereafter 5.25 to 1.00
Sample 1

Related to Pro Forma Leverage Test

  • Adjusted Leverage Ratio means, on any date, the ratio of (a) Total Debt as of such date to (b) Adjusted Consolidated EBITDA for the period of four consecutive fiscal quarters of the Borrower most recently ended as of such date, all determined on a consolidated basis in accordance with GAAP.

  • Cash Flow Leverage Ratio means, as of any time the same is to be determined, the ratio of (a) Funded Debt as of the last day of the most recent four fiscal quarters of the Company then ended minus Excess Cash as of the last day of the same such period to (b) EBITDA for the same most recent four fiscal quarters then ended.

  • Secured Net Leverage Ratio means, on any date, the ratio of (a) Consolidated Secured Net Debt as of such date to (b) Consolidated EBITDA for the Test Period as of such date.

  • Consolidated Net Leverage Ratio means, on any Transaction Date, the ratio of (a) Consolidated Funded Indebtedness as of such date minus cash and Temporary Cash Investments of the Issuers and the Restricted Subsidiaries to (b) Consolidated EBITDA for the then applicable Four Quarter Period. The Consolidated Net Leverage Ratio shall be calculated consistent with the pro forma adjustments contemplated by the numbered paragraphs included in the definition of Interest Coverage Ratio.

  • Consolidated Total Net Leverage Ratio means, with respect to any Test Period, the ratio of (a) Consolidated Total Net Debt as of the last day of such Test Period to (b) Consolidated EBITDA for such Test Period.

  • Effective Leverage Ratio has the meaning set forth in the Statement.

  • Unencumbered Leverage Ratio means, as of any date of determination, the quotient (expressed as a percentage) of (a) Unsecured Indebtedness, divided by (b) Unencumbered Asset Value.

  • Consolidated Total Leverage Ratio means, as of any date of determination, the ratio of (a) Consolidated Total Indebtedness on such date to (b) Consolidated EBITDA for the period of four (4) consecutive fiscal quarters ending on or immediately prior to such date.

  • Senior Net Leverage Ratio means, as of any date of determination, the ratio of (a) Senior Indebtedness on such date to (b) Consolidated Adjusted EBITDA for the period of four consecutive fiscal quarters of the Borrower ended on or prior to such time (taken as one accounting period) in which financial statements for each quarter or fiscal year in such period have been or were required to be delivered pursuant to Section 5.01(a) or (b) without giving effect to any grace period applicable thereto.

  • Net Total Leverage Ratio means, on any date, the ratio of (A) (i) without duplication, the aggregate principal amount of any Consolidated Debt of the Borrower and its Subsidiaries outstanding as of the last day of the Test Period most recently ended as of such date (other than Excluded Transaction Debt) less (ii) without duplication, the Unrestricted Cash and unrestricted Permitted Investments of the Borrower and its Subsidiaries as of the last day of such Test Period, to (B) EBITDA for such Test Period, all determined on a consolidated basis in accordance with GAAP; provided, that the Net Total Leverage Ratio shall be determined for the relevant Test Period on a Pro Forma Basis.

  • Net Leverage Ratio means, with respect to any Test Period, the ratio of (a) Consolidated Net Debt as of the last day of such Test Period to (b) Consolidated EBITDA of the Borrower for such Test Period.

  • Total Net Leverage Ratio means, with respect to any Test Period, the ratio of (a) Consolidated Total Indebtedness net of Unrestricted Cash as of the last day of such Test Period to (b) Consolidated EBITDA for such Test Period.

  • Consolidated Secured Net Leverage Ratio means, with respect to any four-quarter period, the ratio of (a) Consolidated Secured Net Debt as of the last day of such period to (b) Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for such period.

  • First Lien Net Leverage Ratio means, with respect to any Test Period, the ratio of (i) Consolidated Total Indebtedness secured on a first lien basis, net of Unrestricted Cash, as of the last day of such Test Period, to (ii) Consolidated EBITDA for such Test Period.

  • Test Period means, at any time, the four consecutive fiscal quarters of Borrower then last ended (in each case taken as one accounting period) for which financial statements have been or are required to be delivered pursuant to Section 5.01(a) or (b).

  • Incurrence Test means the incurrence test set out in Clause 12.1 (Incurrence Test).

  • Consolidated Leverage Ratio means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness as of such date to (b) Consolidated EBITDA for the period of the four fiscal quarters most recently ended.

  • Leverage Ratio means, on any date, the ratio of (a) Consolidated Total Indebtedness as of such date to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters of the Company most recently ended on or prior to such date.

  • Total Leverage Ratio means, with respect to any Test Period, the ratio of (a) Consolidated Total Debt as of the last day of such Test Period to (b) Consolidated EBITDA for such Test Period.

  • Consolidated First Lien Net Leverage Ratio means, with respect to any four-quarter period, the ratio of (a) Consolidated First Lien Net Debt as of the last day of such period to (b) Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for such period.

  • Maximum Leverage Ratio shall have the meaning assigned thereto in the Pricing Side Letter.

  • First Lien Leverage Ratio means, with respect to any Test Period, the ratio of (a) Consolidated First Lien Debt as of the last day of such Test Period to (b) Consolidated EBITDA for such Test Period.

  • Consolidated First Lien Leverage Ratio means, as of the date of determination, the ratio of (a) Consolidated Indebtedness as of such date that is secured by first-priority Liens on the Collateral to (b) EBITDA for the most recently ended Test Period, in each case of the Borrower and its Restricted Subsidiaries on a consolidated basis.

  • Consolidated Senior Leverage Ratio means the ratio of Consolidated Senior Debt, determined as of the last day of any fiscal quarter of the Company, to Consolidated EBITDA for the period of 12 months ending on such last day.

  • EBITDA Coverage Ratio defined as EBITDA divided by the aggregate of total interest expense plus the prior period current maturity of long-term debt and the prior period current maturity of subordinated debt.

  • Consolidated Senior Secured Net Leverage Ratio means, for any Measurement Period, the ratio of (a) Consolidated Senior Secured Net Debt for Borrowed Money to (b) Consolidated EBITDA, in each case for such period.