Pro Forma Transaction means any transaction consummated as part of any Permitted Acquisition, together with each other transaction relating thereto and consummated in connection therewith, including any incurrence or repayment of Indebtedness.
Pro Forma Transaction means any (a) Investment that results in a Person becoming a Subsidiary or constituting an acquisition of assets constituting a business unit, line of business or division of another Person, (b) Acquisition, (c) Disposition that results in a Subsidiary ceasing to be a Subsidiary or of a business unit, line of business or division of the Borrower or any Subsidiary, in each case whether by merger, consolidation, amalgamation or otherwise and (d) other transaction that by the terms of this Agreement requires a financial ratio or test to be determined on a “pro forma basis” or to be given “pro forma effect”.
Pro Forma Transaction. (a) the Transactions, (b) any incurrence or repayment of Indebtedness (other than for working capital purposes or in the ordinary course of business), the making of any Restricted Payment pursuant to Section 6.6(d) or (n), any Investment that results in a Person becoming a Restricted Subsidiary or an Unrestricted Subsidiary, any Permitted Acquisition or any Disposition that results in a Restricted Subsidiary ceasing to be a Subsidiary or any Investment constituting an acquisition of assets constituting a business unit, line of business or division of another Person or any Disposition of a business unit, line of business or division of a Group Member, in each case whether by merger, consolidation, amalgamation or otherwise and (c) any restructuring or cost saving, operational change or business rationalization initiative or other initiative.
Examples of Pro Forma Transaction in a sentence
Pro Forma Transaction Analysis Sandler O’Neill analyzed certain potential pro forma effects of the Transactions on OceanFirst assuming the Transactions close on December 31, 2019.
Reconciliation of Pro Forma Transaction Adjusted Revenue to Revenue Three months ended June 30,Six months ended June 30, 2021 20202021 2020(In thousands of U.S. dollars)$ $$ $ Revenue 178,239 83,325 328,719 165,564Revenue of Base Commerce and Smart2Pay (prior to acquisitions)(a) - 22,568 - 43,316Pro forma transaction adjusted revenue178,239105,893328,719209,880(a) The Company acquired Smart2Pay Technology & Services B.V on November 2, 2020 and Base Commerce LLC on January 1, 2021.
The “ Minimum Fixed Charge Coverage Ratio” shall equal, for a given Calculation Period, the ratio of (i) EBITDA to (ii) Fixed Charges, in each case calculated after giving effect on a Pro Forma Basis to any Pro Forma Transaction.
All pro forma calculations of the Total Leverage Ratio hereunder shall be adjusted on a pro forma basis, to include or exclude, as the case may be, without duplication, components of such calculations attributable to any Pro Forma Transaction consummated after the first day of the applicable period of determination and prior to or concurrently with the time of such determination.
The “ Measuring Period” shall mean the four fiscal-quarter period ending as of the most recent fiscal quarter end preceding the date of a given Pro Forma Transaction.
More Definitions of Pro Forma Transaction
Pro Forma Transaction means any Investment that results in a Person becoming a Subsidiary, any Permitted Acquisition, any Disposition that results in a Subsidiary ceasing to be a Subsidiary, any Investment constituting an acquisition of assets constituting a business unit, line of business or division of another Person or a Disposition of a business unit, line of business or division of the Parent or a Subsidiary, in each case whether by merger, consolidation, amalgamation or otherwise and any other transaction that by the terms of this Credit Agreement requires a financial ratio test to be determined on a “pro forma basis” or to be given “pro forma effect”.
Pro Forma Transaction means (a) a Disposition of all or substantially all of the Capital Stock of any Subsidiary of any Borrower or any business line, unit or division of any Borrower or any of its Subsidiaries, (b) a Permitted Acquisition or other material permitted Investment or (c) any action taken or expected to be taken which results in cost savings, operating expense reductions, operating improvements and/or synergies, in each case, in accordance with the requirements of clause (x) of the definition of “Consolidated Adjusted EBITDA”.
Pro Forma Transaction means any Material Acquisition or Disposition, the designation of a Subsidiary as either an Unrestricted Subsidiary or a Restricted Subsidiary, the making of any Investment pursuant to Section 7.02(l) or (m) or Restricted Payment pursuant to Section 7.07(g) or any incurrence or repayment of Indebtedness outside the ordinary course of business.
Pro Forma Transaction means (a) any incurrence or assumption of Indebtedness, (b) any removal of a Project from the pool of Qualified Unencumbered Properties (including a release of any Subsidiary Guarantor from its obligations under the Guaranty) or any direct or indirect Disposition of any Person or Project (including through a merger, dissolution, liquidation or consolidation thereof), or (c) the making of any Investment, contribution of property or any other acquisition of any Person (including by merger) or property (including any property for which a ground lease was entered into). In connection with any calculation relating to Section 7.11 upon giving effect to a Pro Forma Transaction on a Pro Forma Basis for the applicable Measuring Period, in each case to the extent applicable and in a manner reasonably satisfactory to the Administrative Agent:
Pro Forma Transaction means any incurrence, assumption or retirement of Indebtedness as referred to in Section 8.1(h).
Pro Forma Transaction means any Investment that results in a Person becoming a Restricted Subsidiary, any Permitted Acquisition, any Disposition that results in a Restricted Subsidiary ceasing to be a Restricted Subsidiary, any Investment constituting an acquisition of assets constituting a business unit, line of business or division of another Person or a Disposition of a business unit, line of business or division of the Borrower or any Restricted Subsidiary, in each case whether by merger, consolidation, amalgamation or otherwise and any other transaction that by the terms of this Agreement requires a financial ratio or test to be determined on a “Pro Forma Basis” or to be given “pro forma effect”.
Pro Forma Transaction means (a) any incurrence or assumption of Indebtedness, (b) any removal of a Property as an Unencumbered Property (including a release of any Unencumbered Property Subsidiary from its obligations under the Guaranty) or any direct or indirect Disposition of any Person or Property (including through a merger, dissolution, liquidation or consolidation thereof), or (c) the making of any Investment or any other acquisition of any Person (including by merger) or property (including any property for which a ground lease was entered into). In connection with any calculation relating to Section 7.11 upon giving effect to a Pro Forma Transaction on a Pro Forma Basis for the applicable Measuring Period, in each case to the extent applicable and in a manner reasonably satisfactory to the Administrative Agent: