Financial Measures. We refer to EBITDA and Adjusted EBITDA in our analysis of our results of operations, which are not required by, or presented in accordance with, accounting principles generally accepted in the United States (“GAAP”). While we believe that net income, as defined by GAAP, is the most appropriate earnings measure, we also believe that EBITDA and Adjusted EBITDA are important non-GAAP supplemental measures of operating performance. We define “EBITDA” as net income, as defined by GAAP, before interest expense, provision for income taxes and depreciation and amortization. We define “Adjusted EBITDA” as EBITDA before stock-based compensation expense and the impact, which may be recurring in nature, of incremental acquisition, pursuit, transaction and integration costs (including unsuccessful acquisition pursuit costs), costs associated with Windstream’s bankruptcy, costs associated with litigation claims made against us, and costs associated with the implementation of our enterprise resource planning system (collectively, “Transaction Related and Other Costs”), costs related to the settlement with Windstream, goodwill impairment charges, severance costs, amortization of non-cash rights-of-use assets, the write off of unamortized deferred financing costs, costs incurred as a result of the early repayment of debt, including early tender and redemption premiums and costs associated with the termination of related hedging activities, gains or losses on dispositions, changes in the fair value of contingent consideration and financial instruments, and other similar or infrequent items (although we may not have had such charges in the periods presented). Adjusted EBITDA includes adjustments to reflect the Company’s share of Adjusted EBITDA from unconsolidated entities. We believe EBITDA and Adjusted EBITDA are important supplemental measures to net income because they provide additional information to evaluate our operating performance on an unleveraged basis. In addition, Adjusted EBITDA is calculated similarly to defined terms in our material debt agreements used to determine compliance with specific financial covenants. Since EBITDA and Adjusted EBITDA are not measures calculated in accordance with GAAP, they should not be considered as alternatives to net income determined in accordance with GAAP.
Financial Measures. NEAR TERM HEALTH
Financial Measures. On the Closing Date, the capital of Bank shall be not less than $9,435,005.00, the reserve for loan and lease loss of Bank shall be not less than $671,555.00 and the total indebtedness of the Company shall not exceed $531,065.00, all as determined on the basis of the March 31, 1998 financial statements of the Bank delivered to Gold. Subject to Section 5.2(e) hereof, it is fully understood all future earnings from the date hereof forward shall accrue to the retained earnings or reserves of the Bank, respectively, and shall not result in an increase of any consideration payable by Gold or Sub hereunder.
Financial Measures. On the Closing Date, Company's stockholders' equity shall not be less than $35,616,000 (excluding adjustments for (i) the effect of FASB 115, including the effect of fluctuations in Bank's securities portfolio, (ii) the effect of FASB 123R, including any effects of expensing stock options and (iii) any effects due to all existing non-qualified retirement, split dollar life insurance deferred compensation and salary continuation agreements) and the Company's loan loss reserve shall not be less than $2,002,000, all as determined on the basis of GAAP.
Financial Measures. On the Closing Date, the Total Equity Capital of the Bank shall be not less than $23,000,000, the reserve for loan and lease loss of the Bank shall be not less than $2,700,000 and the total indebtedness of the Company (on an unconsolidated basis) shall not exceed $10,400,000. The parties acknowledge and agree that all future earnings from the date hereof forward shall accrue to the retained earnings or reserves of the Company or the Bank, respectively, and shall not result in an increase of any consideration payable by Gold Banc or Acquisition Subsidiary hereunder.
Financial Measures. Three specific financial measures will be provided and these have been updated following clarification from HEFCE with regard to criteria for the averaging of fee levels. In revising our offer to students we have reviewed the equality implications and confirm that these changes will not impact the overall package of support available to students, nor will it change the eligibility arrangements.
Financial Measures. Unless waived pursuant to Section 2.14 hereof:
Financial Measures. On the Closing Date, Bank’s stockholders’ equity shall not be less than $8,742,000 (excluding adjustments for (i) the effect of FASB 115, relating to fluctuations in the value of the Bank’s securities portfolio, (ii) the effect of FASB 123R, relating to the effects of expensing stock options, (iii) in the event Bank sells or discounts any loan carried on the books of Bank as of the date hereof pursuant to the written request of Commerce, the effect of such sale or discount, (iv) the effect of any adjustments made in accordance with Section 5.9 of this Agreement, and (v) the effect of any transaction related charges, including but not limited to fees of Bank’s legal and financial advisor. Bank’s loan loss reserve shall not be less than $628,000 on the Closing Date, all as determined on the basis of the financial statements of Bank as prepared in accordance with GAAP consistently applied and applicable bank regulatory instructions.
Financial Measures. The parties agree that prior to the Closing ------------------ Date, the Company may make a dividend distribution to its stockholders subject to the limitation that such distribution shall not exceed the federal and state income taxes payable by the stockholders of the Company on the consolidated earnings of Bank and Company for the period from July 1, 1998 through the earlier of September 30, 1998 or Closing Date; provided, however, that for -------- ------- purposes of determining the amount of tax payable by the Company's stockholders on such earnings, the combined federal and state income tax shall not exceed 40%.
