Pro Forma Event has the meaning set forth in the definition of “pro forma basis.”
Pro Forma Event has the meaning set forth in Section 14.18 of the Base Indenture.
Pro Forma Event means and includes (i) any disposition to third parties by the Company and its Restricted Subsidiaries of assets the fair market value of which equals or exceeds $100,000,000 or (ii) any Acquisition in which the aggregate consideration paid or given (including, without limitation, cash paid, Acquired Indebtedness or assumed Indebtedness and the value of any other consideration paid or given) to third parties equals or exceeds $100,000,000.
Examples of Pro Forma Event in a sentence
The parties hereto acknowledge and agree that all calculations made in determining compliance for any applicable period with the financial covenants set forth in Section 5.9 and for purposes of determining the Applicable Margin shall be made giving Pro Forma Effect to each Pro Forma Event occurring during the applicable period.
Each Pro Forma Event that is consummated during any period of four consecutive Fiscal Quarters shall, for purposes of determining compliance with the Financial Covenant, be given Pro Forma effect as of the first day of such period of four consecutive Fiscal Quarters.
Further, if since the beginning of any Measurement Period and on or prior to the date of any required calculation of any financial ratio or test, any Pro Forma Event has occurred, then any applicable financial ratio or test shall be calculated on a pro forma basis for such Measurement Period as if such Pro Forma Event had occurred as of the first day of the Measurement Period.
More Definitions of Pro Forma Event
Pro Forma Event means (a) any Acquisition by the Borrower or a Restricted Subsidiary, whether by merger, consolidation or otherwise, or any other Investment that results in a Person becoming a Subsidiary, (b) any Disposition of a business unit, division, product line or line of business of the Borrower or a Restricted Subsidiary and any other Disposition that results in a Restricted Subsidiary ceasing to be a Subsidiary, (c) any designation of a Subsidiary as a Restricted Subsidiary or as an Unrestricted Subsidiary, (d) the cessation of the operations of a business unit, division, product line or line of business of the Borrower or a Restricted Subsidiary, (e) any restructuring, operational change or implementation of any similar initiative (including any cost saving or strategic initiative and the modification and renegotiation of contracts and other arrangements) by the Borrower or a Restricted Subsidiary, and (f) any incurrence or issuance or repayment, retirement, redemption, satisfaction and discharge or defeasance of Indebtedness or any Restricted Junior Payment where the consummation thereof, or the determination of whether such transaction is permitted to be consummated under this Agreement, requires that the Financial Performance Covenant or a financial test be calculated on a Pro Forma Basis or after giving Pro Forma Effect to such transaction.
Pro Forma Event means any event that requires the satisfaction of the Payment Conditions to be permitted under this Agreement.
Pro Forma Event means (a) any incurrence or issuance or repayment, retirement, redemption, satisfaction and discharge or defeasance of Indebtedness (excluding Indebtedness incurred for working capital purposes other than pursuant to this Agreement), (b) any Permitted Acquisition by Borrower or any Subsidiary, whether by merger, amalgamation, consolidation or otherwise, or any other Investment permitted by Section 6.5 that results in a Person becoming a Subsidiary, (c) any Disposition of a business unit, division, product line or line of business of the Borrower or a Subsidiary and any other Disposition that results in a Subsidiary ceasing to be a Subsidiary, in each case, as permitted by Section 6.4, (d) the cessation of the operations of a business unit, division, product line or line of business of the Borrower or a Subsidiary, (e) any other transaction the consummation of which, or the determination of whether such transaction is permitted to be consummated under this Agreement, requires that the financial covenants in Section 5.9 be calculated on a Pro Forma Basis or after giving Pro Forma Effect to such transaction and (f) any operational change or implementation of any initiative (including any cost saving or strategic initiative) not in the ordinary course of business and any material restructuring by the Borrower or a Subsidiary thereof.
Pro Forma Event means any Investments, acquisitions, mergers, consolidations and dispositions of any Subsidiary, line of business or division, that have been made by the specified Person or any of its Subsidiaries, or any Person or any of its Subsidiaries acquired by, merged or consolidated with the specified Person or any of its Subsidiaries, and including any financing transactions related to the foregoing and any incurrence or repayment (including by redemption, repurchase, repayment, retirement or extinguishment) of Indebtedness related to the foregoing, and including increases in ownership of Subsidiaries related to the foregoing, in each case as permitted by this Agreement.
Pro Forma Event means (a) any Acquisition by the Borrower or a Restricted Subsidiary, whether by merger, consolidation or otherwise, or any other Investment (other than intercompany Investments), (b) any Disposition of a business unit, division, product line or line of business of the Borrower or a Restricted Subsidiary and any other Disposition that results in a Restricted Subsidiary ceasing to be a Subsidiary, (c) any designation of a Subsidiary as a Restricted Subsidiary or as an Unrestricted Subsidiary, (d) any incurrence or repayment, retirement, redemption, satisfaction and discharge or defeasance of Indebtedness, (e) any Restricted Junior Payment and (f) any other transaction where the consummation thereof, or the determination of whether such transaction is permitted to be consummated under this Agreement, requires that a financial covenant or test be calculated on a Pro Forma Basis after giving Pro Forma Effect to such transaction.
Pro Forma Event means (a) the ML Acquisition, (b) the CRIF Acquisition, (c) any increase in (x) Commitments pursuant to Section 2.14 and (y) Commitments (as defined in the Second Lien Credit Agreement) pursuant to Section 2.14 of the Second Lien Credit Agreement, (d) any Permitted Acquisition or similar Investment that is otherwise permitted by this Agreement, (e) any IP Acquisition, (f) any Disposition, (g) any disposition of all or substantially all of the assets or all the Equity Interests of any Restricted Subsidiary of the Borrowers (or any business unit, line of business or division of Holdings or any of the Restricted Subsidiaries of the Borrowers for which financial statements are available) not prohibited by this Agreement, (h) any designation of a Subsidiary as an Unrestricted Subsidiary or a re-designation of an Unrestricted Subsidiary as a Restricted Subsidiary, (i) discontinued divisions or lines of business or operations or (j) any other similar events occurring or transactions consummated during the period (including (x) any Indebtedness incurred, repaid or assumed in connection with such Permitted Acquisition, IP Acquisition, Investment permitted hereunder or Disposition, assuming such Indebtedness bears interest during any portion of the applicable period prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period and (y) any restructuring, operating expense reduction, cost savings and similar initiatives reasonably elected to be taken).
Pro Forma Event means any event that requires satisfaction of the Payment Conditions for such event to be permitted under this Agreement.