Adjustments to EBITDA Sample Clauses

Adjustments to EBITDA. The figures for EBITDA set out in the Financial Report as of the most recent Quarter Date (including when necessary, financial statements published before the First Issue Date), shall be used, but adjusted so that:
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Adjustments to EBITDA. The EBITDA targets for the purposes of both the Annual Cash Bonus Pool and the 5-Year Cumulative Bonus Pool shall be adjusted by excluding any management fees or corporate overhead charges unrelated to the rendering of specific services payable by the Company to Vincor International, Inc., any costs associated with the Acquisition of the Company including asset writeoffs and balance sheet adjustments pursuant to the Agreement and Plan of Merger (the "Merger Agreement") between the Company, Vincor International Inc., Vincor Holdings, Inc., and Toast Acquisition Company, Inc. (the "Vincor Group"), and any costs associated with the integration of the Company into the Vincor Group. The Planned Expenditures, as shown below, are the projected capital expenditures as included in the five (5) year strategic plan of the Company. If the difference between actual capital expenditures, including acquisitions, and Planned Expenditures, (the "Expenditure Difference"), is greater or less than $1,300,000, the EBITDA and the Cumulative EBITDA targets for the purposes of both the Annual Bonus Pool and the 5-Year Cumulative Bonus Pool shall also be adjusted as follows: The Expenditure Difference will be multiplied by the pre-tax cost of capital of Vincor to calculate the adjustment. If expenditures were higher than Planned Expenditures, then the adjustment will be added to the annual EBITDA Target for that year and subsequent years. If expenditures were lower than Planned Expenditures, then the adjustment will be deducted from the annual EBITDA Target for that year and subsequent years. The Cumulative EBITDA Target will be adjusted by the sum of the adjustments to the annual EBITDA Targets. The pre-tax cost of capital of Vincor will be mutually agreed to by the CEO and the Board. In the event the parties are unable to reach agreement, the parties will designate an independent third party by mutual agreement, whose determination of the pre-tax cost of capital will be binding. The initial pre-tax cost of capital is agreed to be 21% for the Fiscal Year ending March 31, 2001. Notwithstanding anything to the contrary, actual capital expenditures over Planned Expenditures shall require prior written approval of the Board. YEAR ENDED PLANNED EXPENDITURES March 31 2001 $5,499,000 2002 $4,473,000 2003 $6,096,000 2004 $4,971,000 2005 $5,316,000 The EBITDA and the Cumulative EBITDA targets shall also be adjusted using the same formula, if working capital exceeds or is lower than, by mo...
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Adjustments to EBITDA. (3a + 3b ± 3c ± 3d ± 3e ± 3f ± 3g ± 3h + 3i + 3j) =
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Adjustments to EBITDA. EBITDA will be adjusted by Purchaser for the following items:
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Adjustments to EBITDA. The following adjustment will be considered in determining the EBITDA performance for purposes of this Plan:
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Adjustments to EBITDA promptly after any calculation of Consolidated EBITDA hereunder, written notice, specifying in reasonable detail, any non-cash adjustments to Consolidated EBITDA; and
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Related to Adjustments to EBITDA

  • Adjustments to Exchange Ratio The Exchange Ratio shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock or Company Common Stock), reorganization, recapitalization, reclassification or other like change with respect to Parent Common Stock or Company Common Stock occurring on or after the date hereof and prior to the Effective Time.

  • Adjustments to Exchange Ratios The Exchange Ratio shall be adjusted to reflect fully the effect of any stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Acquiror Common Stock or Target Common Stock), reorganization, recapitalization or other like change with respect to Acquiror Common Stock or Target Common Stock having a record date after the date hereof and prior to the Effective Time.

  • Adjustments to Option The Option shall be subject to the adjustment provisions of Sections 8 and 9 of the Plan, provided, however, that in the event of the payment of an extraordinary dividend by the Company to its shareholders: the Exercise Price of the Option shall be reduced by the amount of the dividend paid, but only to the extent the Committee determines it to be permitted under applicable tax laws and to not have adverse tax consequences to the Optionee under Section 409A of the Code; and, if such reduction cannot be fully effected due to such tax laws and it will not have adverse tax consequences to the Optionee, then the Company shall pay to the Optionee a cash payment, on a per Share basis, equal to the balance of the amount of the dividend not permitted to be applied to reduce the Exercise Price of the applicable Option as follows: (a) for each Share subject to a vested Option, immediately upon the date of such dividend payment; and (b) for each Share subject to an unvested Option, on the date on which such Option becomes vested and exercisable with respect to such Share.

  • Adjustments to Tax Basis In the event of adjustment to the adjusted tax basis of Partnership property under Code Sections 732, 734 or 743, the capital accounts of the Partners shall be adjusted to the extent provided in Treasury Regulation Section 1.704-1(b)(2)(iv)(m).

  • Adjustments to Shares If at any time while this Agreement is in effect (or Shares granted hereunder shall be or remain unvested while Recipient’s Continuous Service continues and has not yet terminated or ceased for any reason), there shall be any increase or decrease in the number of issued and outstanding Shares of the Company through the declaration of a stock dividend or through any recapitalization resulting in a stock split-up, combination or exchange of such Shares, then and in that event, the Board or the Committee shall make any adjustments it deems fair and appropriate, in view of such change, in the number of shares of Restricted Stock then subject to this Agreement. If any such adjustment shall result in a fractional Share, such fraction shall be disregarded.

  • Adjustments to Capital Accounts At the end of each Fiscal Period, the Capital Accounts of the Partners shall be adjusted in the following manner:

  • Total Debt to EBITDA Ratio The Total Debt to EBITDA Ratio will not exceed 4.0 to 1.0 at the end of any fiscal quarter.

  • Ratio of Total Debt to EBITDAX The Borrower will not, at any time, commencing with the fiscal quarter ending March 31, 2013, permit its ratio of Total Debt as of such time to EBITDAX for the four fiscal quarters ending on the last day of the fiscal quarter immediately preceding the date of determination for which financial statements are available to be greater than 3.5 to 1.0.

  • Funded Debt to EBITDA Section 10.2 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

  • Adjustments to Number of Shares The number of shares of Common Stock subject to this Option shall be adjusted to take into account any stock splits, stock dividends, recapitalization of the Common Stock as provided in the Stock Option Plan.

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