EBITDA TEST Sample Clauses

EBITDA TEST. 1. In the event that the weighted average EBITDA of SQM (as reported on an audited consolidated basis under Chilean GAAP) for the two years ended 31 December 2003 is equal to or greater than US$ 205 million, the sum of US$ 6 million shall be subscribed; 2. In the event that the test set forth in the preceding paragraph is not met but the weighted average EBITDA of SQM (as reported on an audited consolidated basis under Chilean GAAP) for the three years ended 31 December 2003 is equal to or greater than US$ 132.5 million, the sum of US$ 4 million shall be subscribed; and 3. In the event that the weighted average EBITDA for the three years ended 31 December 2003 is less than US$ 132.5 million, no subscription shall be made. For purposes of the EBITDA Test in paragraph (1) the weighted average EBITDA for the 2 years ended 31 December 2003 shall be the sum of (a) 50% of the EBITDA for 2002 plus (b) 50% of the EBITDA for 2003 and for purposes of the EBITDA Test in paragraphs (2) and (3) the weighted average EBITDA for the 3 years ended 31 December 2003 shall be the sum of (x) 20% of the EBITDA for 2001 (y) 30% of the EBITDA for 2002 and (z) 50% of the EBITDA for 2003. Any payment in respect of the EBITDA Test shall be made on the same date as provided in paragraph 3.1.(b)(i) with respect to the Debt Ratio.
Sample 1
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EBITDA TEST. Have for each fiscal quarter during the periods set forth on Schedule 7.19E, Adjusted EBITDA of not less than the amounts shown on such Schedule 7.19E -------------- for the applicable period.
Sample 1
EBITDA TEST. Once the Loan Commitment Conditions have been met, the Loan Parties will maintain at all times EBITDA, calculated on a rolling six-month basis and tested at the end of each month, of not less than $2,000,000.”. 3.12 As of the Amendment Effective Date, Exhibit C of the Credit Agreement is hereby amended by deleting paragraph 5 thereof in its entirety, and adjusting the remaining paragraph numbering accordingly. 3.13 As of the Amendment Effective Date, the Revolving Commitment Schedule to the Credit Agreement is hereby deleted and replaced, in its entirety, by the Revolving Commitment Schedule attached hereto as Schedule “B”. 3.14 As of the Amendment Effective Date, the Credit Agreement is hereby amended and modified in accordance with the provisions set out herein, and shall be read in its entirety in the form attached hereto as Schedule “C”.
Sample 1
EBITDA TEST. Seller shall be entitled to receive, as a component of the Contingent Payments, cash in an amount determined in accordance with this Section 4.3(c), in respect of growth in EBITDA ("EBITDA Payments"). (i) Seller shall be entitled to receive EBITDA Payments in the event that EBITDA for the fiscal year ended December 31, 1997 ("1997 EBITDA") exceeds the Earnings Baseline in accordance with the following: 1997 EBITDA as a Percentage of Earnings Baseline Amount of EBITDA Payments less than 108% $0 108% $37.5 million greater than 108% but equal to or less inear increase from $37.5 million (at than 110% 108%) to $75 million (at 110%) greater than 110% but equal to or less linear increase from $75 million (at than 112% 110%) to $100 million (at 112%) greater than 112% $100 million (ii) if 1997 EBITDA is less than 108% of the Earnings Baseline, but EBITDA for the fiscal year ended December 31, 1998 ("1998 EBITDA") is an amount equal to or greater than 116% of the Earnings Baseline, then EBITDA Payments shall be made in the amount of $75 million in respect of such period; (iii) if (x) 1997 EBITDA is less than 108% of the Earnings Baseline, (y) 1998 EBITDA is an amount less than 116% of the Earnings Baseline, and (z) EBITDA for the fiscal year ended December 31, 1999 ("1999 EBITDA") is equal to or greater than 124% of the Earnings Baseline, then EBITDA Payments shall be made in the amount of $75 million in respect of such period; (iv) if at least $37.5 million but less than $75 million is paid to Seller as EBITDA Payments in respect of the fiscal year ended December 31, 1997, then (x) if 1998 EBITDA is an amount equal to or greater than 116% of the Earnings Baseline, then EBITDA Payments shall be made in an amount such that the aggregate EBITDA Payments equals $75 million; or (y) if 1998 EBITDA is less than 116% of the Earnings Baseline, but 1999 EBITDA is an amount equal to or greater than 124% of the Earnings Baseline, then EBITDA Payments shall be made in an amount such that the aggregate EBITDA Payments equals $75 million; (v) To the extent the aggregate EBITDA Payments made to Seller exceed $75 million, such excess is referred to herein as "Excess EBITDA Payments"; and (vi) Set forth on Schedule II hereto is an example of application of the EBITDA Test to hypothetical facts.
Sample 1
EBITDA TEST. Schedule III......................................................
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EBITDA TEST. From and after the Trigger Date, the Borrower Group will no permit the EBITDA Test to be more than the following ratios for the following dates (when calculating Consolidated Debt less cash and Permitted Investments) and quarterly and annual periods (when calculating EBITDA) ending on such dates: PERIOD PERIOD ENDING ON EBITDA RATIO ------ ---------------- ------------ Annual December 31, 2003 8:1 Quarterly March 31, June 30 and September 30, 2004 8:1 Annual December 31, 2004 and each December 31 thereafter 6:1 Quarterly March 31, June 30 and September 30 of each year, commencing March 31, 2005 and thereafter 6:1 All calculations made for purposes of determining compliance with this financial covenant shall be based on financial statements reconciled to U.S. GAAP; provided, that for purposes of this Section 6.09, Consolidated Debt and Permitted Investments shall be calculated in Dollars on the date of any determination.
Sample 1
EBITDA TEST. At the end of each Quarter commencing from 31 December 2001 up to and including 31 December 2003 the aggregate EBITDA in Euro of the immediately preceding two Quarters shall not negatively deviate more than 20% from the level set out in column headed "Aggregate EBITDA Base Case" in the table below. MAXIMUM NEGATIVE AGGREGATE AGGREGATE EBITDA EBITDA BASE EBITDA BASE CASE CASE (-20%) --------- ---- ------ Quarter IV 2001 -4,271,528 -7,397,292 -8,876,751 Quarter I 2002 -6,286,190 -10,557,719 -12,669,263 Quarter II 2002 -7,370,611 -13,656,801 -16,388,161 Quarter III 2002 -6,082,746 -13,453,357 -16,144,028 Quarter IV 2002 -5,922,727 -12,005,473 -14,406,568 Quarter I 2003 -2,494,642 -8,417,368 -10,100,842 Quarter II 2003 -1,450,262 -3,944,904 -4,733,885 Quarter III 2003 261,541 -1,188, 721 -1,426,465 Quarter IV 2003 -757,513 -495,972 -595,166
Sample 1
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EBITDA TEST. Commencing with the Fiscal Quarter ending March 31, 2024, with respect to any given Fiscal Quarter, the Company’s Adjusted EBITDA for such Fiscal Quarter shall exceed the amount set forth opposite such Fiscal Quarter in the following table (the “Minimum Adjusted EBITDA Test”): March 31, 2024 $ 500,000 June 30, 2024 $ 667,000 September 30, 2024 $ 834,000 December 31, 2024 and on the last day of each Fiscal Quarter thereafter $ 1,000,000
Sample 1

Related to EBITDA TEST

  • EBITDA The term “EBITDA” shall mean, with respect to any fiscal period, “Consolidated EBITDA” as defined in the Credit Agreement, provided that the following should also be excluded from the calculation of EBITDA to the extent not already excluded from the calculation of Consolidated EBITDA under the Credit Agreement: (i) Non-Cash Charges (as defined in the Credit Agreement) related to any issuances of equity securities; (ii) fees and expenses relating to the Acquisition; (iii) financing fees (both cash and non-cash) relating to the Acquisition; (iv) covenant-not-to-compete payments to certain members of the Company’s senior management and related expenses; (v) expenses (or any portion thereof) incurred outside of the ordinary course of business that are approved by the Board which the Board determines in its good faith discretion are in the best interest of the Company but which will have a disproportionately adverse impact on the Company’s short term financial performance, affecting the Company’s ability to achieve financial targets related to the vesting of the Class C Units under the Incentive Unit Subscription Agreements or the Company’s annual bonus plan; (vi) costs and expenses incurred in connection with evaluating and consummating acquisitions not contemplated by the Company’s annual plan, as such plan is approved by the Board in good faith; (vii) related party expenditures that are subject to the prior written consent of the Majority Executives pursuant to Section 2.3(a) of the Securityholders Agreement but have failed to receive such consent; (viii) advisors’ fees and expenses incurred outside the ordinary course of business related solely to Vestar’s activities that are unrelated to the Company; (ix) costs associated with any put option or call option contemplated by any Rollover Subscription Agreement or Incentive Unit Subscription Agreement; (x) costs associated with any proposed initial Public Offering or Sale of the Company (as such terms are defined in the Securityholders Agreement); (xi) expenses related to any litigation arising from the Acquisition; (x) management fees and costs related to the activities giving rise to such fees that are paid to, paid for or reimbursed to Vestar and its Affiliates; and (xii) material expenditures or incremental expenditures inconsistent with prior practice (to the extent that prior practice is relevant) required by Board (where Management Managers (as defined in the Securityholders Agreement) unanimously dissent) unless such expenditures are reasonably likely to result in any benefit (whether economic or non-economic) to the Company as determined by the Board in its good faith discretion.

  • Measurement Period In this Agreement, unless the contrary intention appears, a reference to:

  • Performance Testing (a) All performance tests of the Project, including any Initial Performance Test required in Section 2 of Appendix VIII, will be performed in accordance with the test procedures set forth in Appendix VIII (“Performance Test”), including additional procedures and protocols related to Performance Testing as mutually agreed between Buyer and Seller (“Test Procedures”). Seller shall bear all costs and receive all revenues, if applicable, associated with all Performance Tests. (b) After the Initial Delivery Date and during the Delivery Term, Buyer will have the right to conduct a Performance Test (“Buyer Performance Test”) no more than once a calendar year to demonstrate whether the Project is capable of delivering the Distribution Services at the Contract Capacity. Within 30 calendar days following a Buyer Performance Test, Seller will have the right to retest the Project with a Performance Test (“Seller Retest”). For the avoidance of doubt, the results of any Seller Retest will supersede the results of the preceding Buyer Performance Test. (i) If a Buyer Performance Test or, if a corresponding Seller Retest has occurred, a Seller Retest demonstrates the Project is capable of delivering Distribution Services at or above ninety-nine percent (99%) of the Initial Contract Capacity, the Contract Capacity will remain the Initial Contract Capacity; (ii) If a Buyer Performance Test or, if a corresponding Seller Retest has occurred, a Seller Retest demonstrates the Project is capable of delivering Distribution Services at more than or equal to eighty-five (85%) of the Initial Contract Capacity, but less than ninety-nine percent (99%) of the Initial Contract Capacity (“Testing Band”), the Contract Capacity will be automatically adjusted (upwards or downwards) to the capacity commensurate with the amount of Distribution Services the Project delivered during the Performance Test within the Testing Band. (iii) If a Buyer Performance Test or, if a corresponding Seller Retest has occurred, a Seller Retest demonstrates the Project is not capable of delivering Distribution Services of at least eighty-five percent (85%) of the Initial Contract Capacity, an Event of Default shall occur in accordance with Section 7.1(a)(viii).

  • Performance Tests Contractor shall perform Performance Tests in accordance with Section 11.2 of the Agreement and Attachment S.

  • Performance Measurement The Uniform Guidance requires completion of OMB-approved standard information collection forms (the PPR). The form focuses on outcomes, as related to the Federal Award Performance Goals that awarding Federal agencies are required to detail in the Awards.

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

  • Total Net Leverage Ratio Holdings and its Restricted Subsidiaries, on a consolidated basis, shall not permit the Total Net Leverage Ratio on the last day of any Test Period to exceed the ratio set forth below opposite the last day of such Test Period:

  • Minimum Consolidated EBITDA Parent will not permit Consolidated EBITDA for any Test Period ended on the last day of a fiscal quarter described below to be less than the respective amount set forth opposite such period below: Fiscal Quarter Ended Closest to Amount --------------- -------- June 30, 1999 $32,000,000 September 30, 1999 $35,500,000 December 31, 1999 $37,000,000 March 31, 2000 $38,000,000 June 30, 2000 $39,000,000 September 30, 2000 $41,000,000 December 31, 2000 $42,000,000 March 31, 2001 $43,000,000 June 30, 2001 $43,500,000 September 30, 2001 $44,000,000 December 31, 2001 $44,500,000 March 31, 2002 $45,000,000 June 30, 2002 $45,500,000 September 30, 2002 $46,000,000 December 31, 2002 $46,500,000 March 31, 2003 $47,000,000 June 30, 2003 $47,500,000 September 30, 2003 $48,000,000 December 31, 2003 $48,500,000 March 31, 2004 $49,000,000 June 30, 2004 $49,500,000 September 30, 2004 $50,000,000 December 31, 2004 $50,500,000 March 31, 2005 $51,000,000

  • Cash Flow Leverage Ratio The Borrower will not permit the Cash Flow Leverage Ratio on the last day of any fiscal quarter to exceed 3.50 to 1.00.

  • 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.

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