Determination of Adjusted EBITDA Sample Clauses

Determination of Adjusted EBITDA. Within 60 days after the last day of the Earnout Period, the Buyer will prepare and deliver to the Sellers a statement (the "ADJUSTED EBITDA STATEMENT") that sets forth Adjusted EBITDA for the Earnout Period. The Sellers shall cooperate as reasonably requested by Buyer in connection with the preparation of the foregoing. The Sellers may dispute the calculation of Adjusted EBITDA set forth on an Adjusted EBITDA Statement by delivering a Notice of Disagreement to Buyers within 10 days following delivery of the Adjusted EBITDA Statement. Any Notice of Disagreement delivered pursuant to this Section 2.4(d) shall specify in reasonable detail the nature and dollar amount of any disagreement so asserted and shall be delivered only if (and to the extent that) the Sellers reasonably and in good faith determine that the Adjusted EBITDA set forth on the Adjusted EBITDA Statement has not been determined in accordance with the guidelines and procedures set forth in this Agreement. During the 10 days following delivery of a Notice of Disagreement, the parties shall seek in good faith to resolve in writing any differences which they may have with respect to the matters specified in the Notice of Disagreement. At the end of the 10 day period referred to above, the parties shall submit to a mutually agreeable accounting firm for review and resolution of all matters (but only such matters) which were properly included in the Notice of Disagreement; PROVIDED that if the parties are unable to mutually agree on an accounting firm, the Sellers and Buyer shall select a "big-five" accounting firm by lot (after excluding Ernst & Young, LLP and BDO Xxxxxxx, LLP) (the "ACCOUNTING FIRM") and the Accounting Firm shall make a final determination of Adjusted EBITDA in accordance with the guidelines and procedures set forth in this Agreement. The parties will cooperate with the Accounting Firm during the term of its engagement. In resolving any matters in dispute, the Accounting Firm may not assign a value to any item in dispute greater than the greatest value for such item assigned by Buyer, on the one hand, or the Sellers on the other hand, or less than the smallest value for such item assigned by Buyer, on the one hand, or the Sellers, on the other hand. The Accounting Firm's determination will be based solely on presentations by Buyer and Sellers or their respective representatives which are in accordance with the guidelines and procedures set forth in this Agreement (I.E., not on th...
Sample 1
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Determination of Adjusted EBITDA. The amounts payable to the Shareholders at Closing under Sections 1.3.1 and 1.3.2 shall be determined based upon the Interim Financial Statements, Monthly Financial Statements and the Adjusted EBITDA calculations provided by the Company to Purchaser pursuant to Section 2.7.2. If the Interim Financial Statements and the Monthly Financial Statements do not cover all periods in calendar year 2013, then the parties shall assume that the Adjusted EBITDA for each of the months in 2013 not covered by Monthly Financial Statements shall be the same as the Adjusted EBITDA for the most recent monthly period included in the Monthly Financial Statements.
Sample 1
Determination of Adjusted EBITDA. (a) As soon as reasonably practicable after December 31, 2007, and in any event within sixty (60) days of such date, the Purchaser shall deliver to the Seller Representative, (i) a consolidated income statement for the Company and its Subsidiaries for the five month period ended December 31, 2007, and (ii) a statement setting forth the Purchaser’s calculation of Adjusted EBITDA (such statements, collectively the “Earnout Statements”). The statement described in clause (i) above shall be prepared in accordance with GAAP, using the same accounting principles and methodologies used in the preparation of the income statement for the seven month period ended July 31, 2007 included in the Financial Statements. The statement described in clause (ii) above shall be prepared (x) by reference to the statement described in clause (i) above, (y) in accordance with GAAP, using the same accounting principles and methodologies used in the determination of Adjusted EBITDA for the seven month period ended July 31, 2007 as set forth on Annex A hereto, and (z) in accordance with and by reference to the relevant provisions of this Schedule 1.4. (b) The Purchaser shall permit and cause the Seller Representative and its representatives to have full access to the books, records and other documents (including work papers) pertaining to or used in connection with preparation of the Earnout Statements and provide the Seller Representative with copies thereof (as reasonably requested by the Seller Representative). The Seller Representative and its accountants may make inquiries of the Purchaser, the Company, the Company’s Subsidiaries, MDPLC and their respective employees, accountants and representatives regarding questions concerning the Earnout Statements arising in the course of their review thereof, and the Purchaser and the Company shall use their reasonable best efforts to cause any such employees, accountants and representatives to cooperate with and respond to such inquiries. On or prior to the 45th day after the Seller Representative’s receipt of the Earnout Statements, the Seller Representative may give the Purchaser a written notice stating in reasonable detail its objections (an “Objection Notice”) to the Earnout Statements. Any Objection Notice shall specify in reasonable detail the dollar amount of any objection and the basis therefor. Any determination expressly set forth in the Earnout Statements which is not specifically objected to in an Objection Notice shall be d...
Sample 1

Related to Determination of Adjusted EBITDA

  • Determination of Adjustments If any questions will at any time arise with respect to the Exercise Price or any adjustment provided for in Section 4.8, such questions will be conclusively determined by the Company’s Auditors, or, if they decline to so act any other firm of certified public accountants in the United States of America that the Company may designate and who will have access to all appropriate records and such determination will be binding upon the Company and the Holders of the Warrants.

  • Calculation of Adjustments All adjustments to the Settlement Rate shall be calculated to the nearest 1/10,000th of a share of Common Stock (or if there is not a nearest 1/10,000th of a share to the next lower 1/10,000th of a share). No adjustment in the Settlement Rate shall be required unless such adjustment would require an increase or decrease of at least one percent therein; provided, that any adjustments which by reason of this subparagraph are not required to be made shall be carried forward and taken into account in any subsequent adjustment. If an adjustment is made to the Settlement Rate pursuant to paragraph (1), (2), (3), (4), (5), (6), (7) or (10) of this Section 5.6(a), an adjustment shall also be made to the Applicable Market Value solely to determine which of clauses (i), (ii) or (iii) of the definition of Settlement Rate in Section 5.1(a) will apply on the Stock Purchase Date. Such adjustment shall be made by multiplying the Applicable Market Value by a fraction, the numerator of which shall be the Settlement Rate immediately after such adjustment pursuant to paragraph (1), (2), (3), (4), (5), (6), (7) or (10) of this Section 5.6(a) and the denominator of which shall be the Settlement Rate immediately before such adjustment; provided, that if such adjustment to the Settlement Rate is required to be made pursuant to the occurrence of any of the events contemplated by paragraph (1), (2), (3), (4), (5), (7) or (10) of this Section 5.6(a) during the period taken into consideration for determining the Applicable Market Value, appropriate and customary adjustments shall be made to the Settlement Rate.

  • Minimum Adjusted EBITDA Borrower shall maintain a minimum trailing six-month Adjusted EBITDA minus dividend distributions (other than tax distributions), as of such test date, of at least the greater of (a) $75,000,000 and (b) an amount equal to 75% of the trailing six-month Adjusted EBITDA minus dividend distributions (other than tax distributions), for the immediately preceding six-month period, tested semi-annually, commencing September 30, 2024, and continuing on each subsequent March 31 and September 30.

  • Adjusted EBITDA The 2019 adjusted EBITDA for the Affiliated Club Sellers shall total an aggregate of not less than $10,700,000.

  • Determination of Net Asset Value The net asset value per share of each class and each series of Shares of the Trust shall be determined in accordance with the 1940 Act and any related procedures adopted by the Trustees from time to time. Determinations made under and pursuant to this Section 2 in good faith and in accordance with the provisions of the 1940 Act shall be binding on all parties concerned.

  • Determination of Amount In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) in the manner required by Section 2.1, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option into Units ("Conversion Right") as follows: upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares of Common Stock and Warrants comprising that number of Units equal to the quotient obtained by dividing (x) the "Value" (as defined below) of the portion of the Purchase Option being converted by (y) the Current Market Value (as defined below). The "Value" of the portion of the Purchase Option being converted shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units underlying the portion of this Purchase Option being converted from (b) the Current Market Value of a Unit multiplied by the number of Units underlying the portion of the Purchase Option being converted. As used herein, the term "Current Market Value" per Unit at any date means the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (y) the Current Market Price of the Common Stock multiplied by the number of shares of Common Stock underlying the Warrants and the Common Stock issuable upon exercise of one Unit. The "Current Market Price" of a share of Common Stock shall mean (i) if the Common Stock is listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), the last sale price of the Common Stock in the principal trading market for the Common Stock as reported by the exchange, Nasdaq or the NASD, as the case may be; (ii) if the Common Stock is not listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), but is traded in the residual over-the-counter market, the closing bid price for the Common Stock on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair market value of the Common Stock cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determine, in good faith.

  • CALCULATION OF NET ASSET VALUE U.S. Trust will calculate the Fund's daily net asset value and the daily per-share net asset value in accordance with the Fund's effective Registration Statement on Form N-2 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), including its current prospectus. If so directed, U.S. Trust shall also calculate daily the net income of the Fund

  • Determination of Net Asset Value, Net Income and Distributions Subject to applicable federal law including the 1940 Act and Section 3.6 hereof, the Trustees, in their sole discretion, may prescribe (and delegate to any officer of the Trust or any other Person or Persons the right and obligation to prescribe) such bases and time (including any methodology or plan) for determining the per Share or net asset value of the Shares of the Trust or any Series or Class or net income attributable to the Shares of the Trust or any Series or Class, or the declaration and payment of dividends and distributions on the Shares of the Trust or any Series or Class and the method of determining the Shareholders to whom dividends and distributions are payable, as they may deem necessary or desirable. Without limiting the generality of the foregoing, but subject to applicable federal law including the 1940 Act, any dividend or distribution may be paid in cash and/or securities or other property, and the composition of any such distribution shall be determined by the Trustees (or by any officer of the Trust or any other Person or Persons to whom such authority has been delegated by the Trustees) and may be different among Shareholders including differences among Shareholders of the same Series or Class.

  • Minimum Consolidated EBITDA The Borrower will not permit Modified Consolidated EBITDA, for any Test Period ending at the end of any fiscal quarter of the Borrower set forth below, to be less than the amount set forth opposite such fiscal quarter: Fiscal Quarter Amount September 30, 1997 $36,000,000 December 31, 1997 $36,000,000 March 31, 1998 $36,000,000 June 30, 1998 $37,000,000 September 30, 1998 $37,000,000 December 31, 1998 $38,000,000 March 31, 1999 $38,000,000 June 30, 1999 $39,000,000 September 30, 1999 $40,000,000 December 31, 1999 $41,000,000 March 31, 2000 $41,000,000 June 30, 2000 $42,000,000 September 30, 2000 $43,000,000 December 31, 2000 $44,000,000 March 31, 2001 $44,000,000 June 30, 2001 $45,000,000 September 30, 2001 $46,000,000 December 31, 2001 $47,000,000 March 31, 2002 $47,000,000

  • Consolidated EBITDA With respect to any period, an amount equal to the EBITDA of REIT and its Subsidiaries for such period determined on a Consolidated basis.

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