Proforma Adjustments definition

Proforma Adjustments means, in respect of any entity acquired, to be acquired, or disposed of (as applicable), any synergies, any identifiable cost savings (net of the cost of achieving such cost savings/cost synergies) which are confirmed to the Agent by the CFO of the Issuer as being reasonably achievable and capable of being realised within twelve (12) Months of the completion of such acquisition or disposal (as applicable), subject to a cap during any Relevant Period of an amount not exceeding ten (10) per cent. of EBITDA.
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Proforma Adjustments shall have the meaning set forth in Schedule 2.4.1 to the Disclosure Letter.
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Examples of Proforma Adjustments in a sentence

  • January 1, 2006 - December 31, 2006 Proforma Adjustments Proforma Combined For the First Quarters Ended December 31, 2006 and March 31, 2007 (in thousands) Arrowhead Research First Quarter October 1, 2006 - December 31, 2006 Carbon Nanotechnologies, Inc.

  • The Unaudited Proforma Accounts have been prepared from the books and records of the Group Companies and present fairly in all material respects the financial condition of the Group Companies as of September 30, 2009 and the results of their operations for the nine month-period covered, in accordance with the Accounting Principles applied on a consistent basis and the Proforma Adjustments.

Related to Proforma Adjustments

  • Pro Forma Adjustment means, for any Test Period that includes all or any part of a fiscal quarter included in any Post-Transaction Period with respect to the Acquired EBITDA of the applicable Pro Forma Entity or the Consolidated EBITDA of the Borrower, the pro forma increase or decrease in such Acquired EBITDA or such Consolidated EBITDA, as the case may be, projected by the Borrower in good faith as a result of (a) actions taken, prior to or during such Post-Transaction Period, for the purposes of realizing reasonably identifiable and quantifiable cost savings, or (b) any additional costs incurred prior to or during such Post-Transaction Period in connection with the combination of the operations of such Pro Forma Entity with the operations of the Borrower and its Restricted Subsidiaries; provided that (A) so long as such actions are taken prior to or during such Post-Transaction Period or such costs are incurred prior to or during such Post-Transaction Period it may be assumed, for purposes of projecting such pro forma increase or decrease to such Acquired EBITDA or such Consolidated EBITDA, as the case may be, that such cost savings will be realizable during the entirety of such Test Period, or such additional costs will be incurred during the entirety of such Test Period, (B) any Pro Forma Adjustment to Consolidated EBITDA shall be certified by a Financial Officer, the chief executive officer or president of the Borrower and (C) any such pro forma increase or decrease to such Acquired EBITDA or such Consolidated EBITDA, as the case may be, shall be without duplication for cost savings or additional costs already included in such Acquired EBITDA or such Consolidated EBITDA, as the case may be, for such Test Period.

  • 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 Adjusted EBITDA shall have the meaning assigned to such term in Section 3.05(a).

  • Pro Forma Disposal Adjustment means, for any Test Period that includes all or a portion of a fiscal quarter included in any Post-Transaction Period with respect to any Sold Entity or Business, the pro forma increase or decrease in Consolidated EBITDA projected by the Borrower in good faith as a result of contractual arrangements between the Borrower or any Restricted Subsidiary entered into with such Sold Entity or Business at the time of its disposal or within the Post-Transaction Period and which represent an increase or decrease in Consolidated EBITDA which is incremental to the Disposed EBITDA of such Sold Entity or Business for the most recent Test Period prior to its disposal.

  • Pro Forma Cost Savings means, with respect to any four-quarter period, the reduction in net costs and expenses that: