Actual Internal EBITA definition

Actual Internal EBITA means the Company’s actual earnings before interest, taxes and amortization for a year, determined based on the Company’s audited financials. Actual Internal EBITA shall not be reduced by costs of the acquisition of the Company by the Investors or the Company’s proposed spin-off of its availability services business or related items, management and transaction fees payable to the Investors or their affiliates, extraordinary items (as determined by the Compensation Committee in consultation with the CEO) or non-cash equity incentive expenses. Actual Internal EBITA shall be calculated without giving effect to purchase accounting and shall be adjusted in good faith by the Compensation Committee in consultation with the CEO to reflect the consequences of acquisitions and dispositions. Unless otherwise determined by the Board or Compensation Committee and agreed to by the CEO, the adjustment for acquisitions and dispositions shall be based on a cost of funds used for acquisitions and released by dispositions at a rate of 11%, compounded at the rate of 7.5% per annum, provided that transactions with a purchase price in excess of $50 million may merit an alternative adjustment, in which case the rate will be as mutually agreed by the CEO and the Board or Compensation Committee. Actual Internal EBITA targets shall be appropriately adjusted by the Compensation Committee in consultation with the CEO in case of changes in GAAP promulgated by FASB or the SEC or changes in depreciation methodology.
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Actual Internal EBITA means the Company’s actual earnings before interest, taxes and amortization for the applicable period, determined based on the Company’s audited financials. Actual Internal EBITA shall not be reduced by costs of the Company’s proposed spin-off of its availability services business or related items, management and transaction fees payable to the Investors or their affiliates, extraordinary items (as determined by the Compensation Committee in consultation with the CEO) or non-cash equity incentive expenses. Actual Internal EBITA shall be calculated without giving effect to purchase accounting and shall be adjusted in good faith by the Compensation Committee in consultation with the CEO to reflect the consequences of acquisitions and dispositions. Unless otherwise determined by the Board or Compensation Committee and agreed to by the CEO, the adjustment for acquisitions and dispositions shall be based on a cost of funds used for acquisitions and released by dispositions at a rate of 11%, compounded at the rate of 7.5% per annum, provided that transactions with a purchase price in excess of $50 million may merit an alternative adjustment, in which case the rate will be as mutually agreed by the CEO and the Board or Compensation Committee. Actual Internal EBITA targets shall be appropriately adjusted by the Compensation Committee in consultation with the CEO in case of changes in GAAP promulgated by FASB or the SEC or changes in depreciation methodology.
Sample 1
Actual Internal EBITA means the Company’s actual earnings before interest, taxes and amortization for a year, determined based on the Company’s audited financials. Actual internal EBITA will not be reduced by costs of the acquisition of the Company by the Investors (as such term is defined in the Stockholders Agreement dated as of August 10, 2005, by and among SunGard Capital Corp., SunGard Capital Corp. II, SunGard Holding Corp., SunGard Holdco LLC, Solar Capital Corp. and Certain Stockholders of SunGard Capital Corp. and SunGard Capital Corp. II) or the Company’s proposed spin-off of its availability services business or related items, management and transaction fees payable to the Investors or their affiliates, extraordinary items (as determined by the compensation committee of our board of directors in consultation with our chief executive officer) or non-cash equity incentive expenses. Actual internal EBITA will be calculated without giving effect to purchase accounting and will be adjusted in good faith by the compensation committee in consultation with our chief executive officer to reflect the consequences of acquisitions and dispositions. Unless otherwise determined by our board of directors or compensation committee and agreed to by our chief executive officer, the adjustment for acquisitions and dispositions shall be based on a cost of funds used for acquisitions and released by dispositions at a rate of 11%, compounded at the rate of 7.5% per annum, provided that transactions with a purchase price in excess of $50 million may merit an alternative adjustment, in which case the rate will be as mutually agreed by our chief executive officer and our board of directors or compensation committee. Actual internal EBITA targets will be appropriately adjusted by the compensation committee in consultation with our chief executive officer in case of changes in Generally Accepted Accounting Principles promulgated by the Financial Accounting Standards Board or the Securities and Exchange Commission or changes in depreciation methodology.
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Examples of Actual Internal EBITA in a sentence

  • For example, if Actual Internal EBITA in 2005 is 100% of the Base Case, then approximately 7.41% of the Units vest on December 31, 2005 (1/67.5 x 5 Actual Internal EBITA percentage points), and if cumulative Actual Internal EBITA for 2005 and 2006 is 105% of the cumulative Base Case, then approximately 22.23% of the Units vest on December 31, 2006 ([1/67.5 x 10 Internal EBITA percentage points x 2 years] – 7.41%).

Related to Actual Internal EBITA

  • Actual Uptime means, of the Total Operation Hours, the aggregate number of hours in any month during which each equipment is actually available for use.

  • Actual/360 means that interest is calculated on the basis of the actual number of days elapsed in a year of 360 days.

  • Internal Control Event means a material weakness in, or fraud that involves management or other employees who have a significant role in, the Borrower’s internal controls over financial reporting, in each case as described in the Securities Laws.

  • EPS means earnings per share.

  • Internal control over financial reporting means a process effected by an insurer’s board of directors, management and other personnel designed to provide reasonable assurance regarding the reliability of the financial statements, i.e., those items specified in Section 5(B)(2) through 5(B)(7) of this regulation and includes those policies and procedures that:

  • Material Project EBITDA Adjustments means, with respect to each Material Project:

  • Internal Distribution has the meaning set forth in the recitals.

  • Internal combustion engine or ‘engine’ means an energy converter, other than a gas turbine, designed to transform chemical energy (input) into mechanical energy (output) with an internal combustion process; it includes, where they have been installed, the emission control system and the communication interface (hardware and messages) between the engine's electronic control unit(s) and any other powertrain or non-road mobile machinery control unit necessary to comply with Chapters II and III;

  • EBITDA means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period

  • Actual miles means the actual distance a vehicle has traveled while in operation.

  • AHYDO Catch-Up Payment means any payment on any Indebtedness that would be necessary to avoid such Indebtedness being characterized as an “applicable high yield discount obligation” under Section 163(i) of the Code.

  • external company means a foreign company that is carrying on business, or non-profit activities, as the case may be, within the Republic, subject to section 23(2);

  • Internal control means a set of systems to ensure that financial and other records are reliable and complete and which ensure adherence to the entity's management policies, the orderly and efficient conduct of the entity, and the proper recording and safeguarding of assets and resources;