Acquisition EBITDA definition

Acquisition EBITDA means, as of any date of determination, with respect to an Acquisition EBITDA Entity, the sum of:

Acquisition EBITDA means EBITDA, with respect to any Permitted Acquisition, calculated as follows: (i) for the Fiscal Quarter in which the Permitted Acquisition occurs, an agreed upon pro forma annual EBITDA between Borrowers and Lenders, (ii) for the first full Fiscal Quarter after any Permitted Acquisition is consummated, actual EBITDA of the acquired entity times 4, (iii) for the second full Fiscal Quarter after any Permitted Acquisition is consummated, actual EBITDA of the acquired entity times 2, (iii) for the third full Fiscal Quarter after any Permitted Acquisition is consummated, actual EBITDA of the acquired entity times 1.33, and (iv) for each quarter thereafter, actual trailing twelve-month EBITDA of the acquired entity.

Acquisition EBITDA means, with respect to any Asset Acquisition, (i) EBITDA attributable to the assets to be acquired in such Asset Acquisition for the same fiscal quarter utilized in determining "Consolidated Leverage Ratio" plus (ii) the projected, quantifiable cost reductions expected to be realized and non-recurring costs and expenses, in each case, in connection with such Asset Acquisition and as a result of, in the case of cost reductions, an established program of cost reductions adopted in good faith by the Board of Directors of the Company. For purposes of the foregoing, cost reductions and non-recurring costs and expenses, in each case, shall be calculated on a pro forma basis as if such cost reductions and non-recurring costs and expenses, in each case, had been implemented at the beginning of such fiscal quarter. Prior to the consummation of any transaction requiring the inclusion of Acquisition EBITDA in the calculation of Consolidated Leverage Ratio, the Company shall deliver to the Trustee an Officers' Certificate indicating the cost reductions and non-recurring costs and expenses, in each case, taken into account in determining Acquisition EBITDA and the assumptions underlying such cost reductions and non-recurring costs and expenses.

Examples of Acquisition EBITDA in a sentence

• All defined terms used in the calculation of the financial covenants set forth in Section 7.13 hereof shall be calculated on a historical pro forma basis giving effect, during any Measurement Period that includes any Permitted Acquisition, to the inclusion of the actual historical results of the Person or line of business so acquired and which amounts shall include adjustments as contemplated by the Pro Forma Acquisition EBITDA definition.

• Unless the amount so calculated is disputed by any Stockholder by written notice given to the other Stockholders within 30 days of its being so certified, it shall, subject to Section 7.1, be final and binding in calculating Pro Forma Acquisition EBITDA for the Entry Relevant Period.

• For purposes of determining the Funded Debt to EBITDA Ratio, for the first three (3) fiscal quarters of the Borrower following the closing of the Speed Acquisition, EBITDA shall be measured only for the number of full or partial fiscal quarters that have been completed since the date of this Agreement and then annualized, subject to usual and customary year end adjustments, which adjustments shall be disclosed and satisfactory to the Bank.

• All defined terms used in the calculation of the financial covenants set forth in Section 7.11 hereof shall be calculated on a historical pro forma basis giving effect, during any Measurement Period that includes any Permitted Acquisition, to the actual historical results of the Person or line of business so acquired and which amounts shall include adjustments as contemplated by the Pro Forma Acquisition EBITDA definition.

• If such amount is so disputed by written notice as aforesaid, such dispute shall be resolved in accordance with Section 3.5(b), and the resolution process thereby provided shall determine Acquisition EBITDA for such twelve calendar month period, which amount shall, subject to Section 7.1, be final and binding on the parties in calculating Pro Forma Acquisition EBITDA for the Entry Relevant Period.

More Definitions of Acquisition EBITDA

Acquisition EBITDA is defined in the definition of Consolidated EBITDA.

Acquisition EBITDA means, without duplication, (i) EBITDA for the last four fiscal quarters for which financial statements are available at the date of determination (the "Acquisition EBITDA Period") with respect to a business or Person which has been acquired by the Company or one of its Restricted Subsidiaries or which is the subject of a binding acquisition agreement requiring the calculation of EBITDA for purposes of Section 4.6 and, in each case, with respect to which financial results on a consolidated basis with the Company have not been made available for an entire fiscal quarter; plus (ii) in connection with any such acquisition, projected quantifiable improvements in operating results due to an established program of cost reductions (consistent with the cost reductions actually achieved by the Company in connection with prior acquisitions) adopted, in good faith, by the Company or one of its Restricted Subsidiaries through a Board Resolution certified by an Officers' Certificate filed with the Trustee (calculated on a pro forma basis for the Acquisition EBITDA Period as if the program had been implemented at the beginning of the Acquisition EBITDA Period), without giving effect to any operating losses of the acquired Person. Each such Officers' Certificate shall be signed by the Chief Financial Officer and another officer of the Company. The Trustee may rely on such Officers' Certificate (subject to the provisions of Section 7.1 of this Indenture). Acquisition EBITDA of a business shall be a fixed number determined as of the date the calculation of EBITDA for purposes of Section 4.6 is first required with respect to the acquisition of such business (the "Determination Date") and shall be utilized from the Determination Date through the date financial results are available for the first full fiscal quarter following the acquisition (following which the actual EBITDA of such business or Person shall be included in the EBITDA of the Company). For purposes of determining Acquisition EBITDA with respect to the acquisition of a particular business or Person, Acquisition EBITDA shall include not only the Acquisition EBITDA of such business or Person, but also the Acquisition EBITDA of any business previously acquired by the Company or the subject of a pending acquisition agreement to the extent that, as of the Determination Date, the financial results for such business or Person on a consolidated basis with the Company for a full fiscal quarter subsequent to its acquisiti...

Acquisition EBITDA means for any four fiscal quarter period, if the Company makes an Acquisition during such period, the EBITDA of such acquired entity as if the Acquisition had taken place on the first day of such period.

Acquisition EBITDA means the EBITDA generated by the property, assets or Person in an Acquisition for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the completion of such Acquisition.

Acquisition EBITDA means, with respect to a Practice acquired by a Consolidated Entity and covered by a Service Agreement, (i) the pro forma income to the Consolidated Entities that would have arisen under the applicable Service Agreement preceding the effective date of the acquisition, determined based upon the actual financial performance of the acquired Practice over the period for which a calculation of Consolidated EBITDA is made, without adjustment, (ii) less the pro forma amount of expenses (other than interest, taxes, depreciation and amortization) that the Consolidated Entities would have incurred over the same period on account of the acquired Practice (including, but not limited to, additional expense of administrative personnel), in each case calculated as if the Practice had been acquired effective as of the beginning of the relevant financial period.

Acquisition EBITDA means, the sum of (i) the consolidated EBITDA of the entity or business acquired pursuant to the Permitted Acquisition for the four fiscal quarters immediately preceding the date of effectiveness of the Permitted Acquisition, calculated on the same basis as required in the definition of "Consolidated EBITDA" as if calculated with respect to the Borrower but without giving effect to clauses (f), (g) (h) and (i) and clause (e) to the extent of Excluded Charges, and (ii) any synergistic benefits permitted to be realized pursuant to the last sentence of the definition of "Permitted Acquisition".

Acquisition EBITDA means, with reference to any period and any Acquired Business of a Target, the total net income (as determined in accordance with GAAP) of such Target arising out of the Acquired Business plus the sum of all amounts deducted in arriving at such net income amount in respect of (x) interest expense for such period, (y) federal, state, and local income taxes for such period, and (z) depreciation of fixed assets and amortization of intangible assets for such period, and adjusted for non-recurring expenses and non- recurring revenue reasonably determined by the Company in good faith and established to the reasonable satisfaction of the Agent.