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:
(a) entities or business acquired or disposed
(i) during a test period; or
(ii) after the end of the test period but before the relevant testing date, will be included or excluded (as applicable) pro forma for the entire test period; and
(b) any entity or business to be acquired with the proceeds from new Financial Indebtedness shall be included, pro forma, for the entire Reference Period. This calculations shall be made taking into account any cost savings, synergies, integration and transaction costs reasonably projected by the Issuer (amounting to maximum ten per cent. of EBITDA for the Reference Period) as being obtainable within 12 months from the date of acquisition of that member of the Group, business or (as the case may be) assets provided that,
(i) such projected cost savings and synergies shall be without double counting for cost savings and synergies actually realised during such Reference Period; and
(ii) so long as such projected cost savings and synergies are projected to be realisable within 12 months from the date of acquisition, they shall be assumed to be realisable at any time during such twelve (12) months period.
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...
Adjustments to EBITDA. (3a + 3b ± 3c ± 3d ± 3e ± 3f ± 3g ± 3h + 3i + 3j) =
Adjustments to EBITDA. The following adjustment will be considered in determining the EBITDA performance for purposes of this Plan:
a. EBITDA calculations shall exclude purchase accounting for the Life Fitness acquisition and the cost of the Bonus Pool earned for the Life Fitness Long Term Incentive Plan.
b. Acquisitions, working capital increases, and capital investments in excess of core plan will require agreed-upon adjustments to the EBITDA targets.
c. No charge will be made to EBITDA for amounts accrued under the Life Fitness Option Roll-Over Plan.
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
Adjustments to EBITDA. EBITDA will be adjusted by Purchaser for the following items:
(i) Sales of SSI/UCA products by Purchaser’s sales force to Purchaser customers would result in a 10% sales commission paid to Purchaser or will be sold to Purchaser at 90% of the external sales price;
(ii) General insurance coverage; leases, audit fees will be paid to headquarters at historic rates and Corporate will absorb any favorable or unfavorable
(iii) Changes in accounting methods; and GAAP purchase accounting adjustments;
(iv) All extraordinary items outside of the ordinary course of business such as lawsuits, settlement of lawsuits and similar events; or
(v) Fluctuations resulting from timing of sales cutoff.
(vi) All intercompany or related party transactions between SSI and UCA. All transactions between SSI or UCA and other entities owned by Seller shall be pre-approved.
