TTM Adjusted EBITDA Sample Clauses

TTM Adjusted EBITDA. As of the end of each fiscal month, TTM Adjusted EBITDA, shall not be less than: (i) until the date that is six (6) months after the Initial Term Loan Funding Date, $20,000,000, (ii) during the period on and after the date that is six (6) months from the Initial Term Loan Funding Date and until (but excluding) the date that is twelve (12) months from the Initial Term Loan Funding Date, $25,000,000, (iii) during the period on and after the date that is twelve (12) months from the Initial Term Loan Funding Date and until (but excluding) the date that is eighteen (18) months from the Initial Term Loan Funding Date, $30,000,000, (iv) during the period on and after the date that is eighteen (18) months from the Initial Term Loan Funding Date and until (but excluding) the date that is twenty four (24) months from the Initial Term Loan Funding Date, $35,000,000 and (v) at all times thereafter, $40,000,000.
Sample 1Sample 2
AutoNDA by SimpleDocs
TTM Adjusted EBITDA. If the Trailing Twelve Months Adjusted EBITDA (as defined below) for the full twelve calendar months immediately prior to the Closing (the “Target EBITDA”) is equal to or greater than $1,224,776.25 (the “Floor”), or equal to or less than $2,041,293.75 (the “Ceiling”), there will be no adjustment to the Purchase Price. If the Target EBITDA is determined to be less than the Floor, then the Buyer may terminate this Agreement by written notice to the Seller within 10 days after such determination. If the Target EBITDA is determined to be greater than the Ceiling, then the Seller may terminate this Agreement by written notice to the Buyer within ten (10) days after such determination. There will be no adjustment to the Purchase Price if neither the Buyer nor the Seller, as the case may be, exercises its right to terminate this Agreement under this Section 2.2 as a result of the EBITDA for the full twelve calendar months immediately prior to the Closing being above or below the Target EBITDA. For purposes of this Section 2.2(d) “Trailing Twelve Months Adjusted EBITDA” means the earnings of the Company before (i) interest expense, (ii) tax expense, (iii) depreciation and amortization expense, and (iv) stock based compensation expense for the applicable 12-month period. EBITDA shall also be adjusted as mutually agreed to by the parties to normalize all related party transactions that are not at arms-length. If the parties do not agree on the Trailing Twelve Months Adjusted EBITDA required by this Section 2.2(d), then the parties shall employ the dispute resolution mechanism described above in Section 2.2(a)(iv) relating to the working capital adjustment with reasonable mutually agreeable modifications such that such mechanism can resolve a dispute about the Trailing Twelve Months Adjusted EBITDA calculation.
Sample 1
TTM Adjusted EBITDA. As of the end of each fiscal month, TTM Adjusted EBITDA, shall not be less than: (i) during the period on and after October 1, 2021 and until (and including) June 30, 2023, ($25,000,000), (ii) during the period on and after July 1, 2023 and until (and including) September 30, 2023, ($15,000,000) and (iii) at all times thereafter, $0.00. 66
Sample 1

Related to TTM Adjusted EBITDA

  • 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.

  • 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.

  • 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.

  • Interest Expense Coverage Ratio The Borrower will not permit the ratio of (i) Consolidated EBITDA to (ii) Consolidated Cash Interest Expense for any period of four consecutive fiscal quarters to be less than 3.75 to 1.00.

  • Minimum EBITDA Section 9.23(c) of the Loan Agreement is hereby deleted in its entirety and replaced with the following:

  • Adjusted Quick Ratio A ratio of (i) Quick Assets to (ii) Current Liabilities minus the current portion of Deferred Revenue of at least 1.50 to 1.00.

  • Consolidated Net Leverage Ratio Permit the Consolidated Net Leverage Ratio as of the end of any fiscal quarter of the Borrower to be greater than 4.50:1.00.

  • 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.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!