Adjusted Company EBITDA definition

Adjusted Company EBITDA means the aggregate net earnings of the Surviving Corporation (including operations of the Company prior to the Effective Time) for the calendar year ending December 31, 2006 reflected on the audited statement of operations of Surviving Corporation included in the Company 2006 Financials, as adjusted to add thereto an amount equal to the interest, taxes, depreciation and amortization subtracted therefrom to arrive at net earnings on such statement of operations as calculated pursuant to the terms of Schedule 3.4.
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Adjusted Company EBITDA means, for any period, (a) the EBITDA of Borrower and its consolidated Subsidiaries, minus (b) that portion of such EBITDA associated with any Sold Businesses, plus (c) without duplication, the Adjusted EBITDA of any Acquired Business acquired during that period by Borrower and its Subsidiaries for that portion of such period during which the Acquired Business was not owned by Borrower and its Subsidiaries, plus (d) without duplication of the foregoing or of any adjustments made pursuant to clause (b) of the definition of Adjusted EBITDA, any and all charges during the 90 day period following the acquisition of an Acquired Business that can be eliminated during future periods through cost savings (by way of elimination of excess owners' compensation, duplicative overhead, excess compensation, and the like) to the extent that the same were taken into account in determining EBITDA of Borrower and its Subsidiaries, to the extent demonstrated by Borrower to the reasonable satisfaction of the Majority Lenders.
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Adjusted Company EBITDA means, for any period, consolidated EBITDA for the Company and its Subsidiaries for such period, determined in accordance with GAAP, plus, to the extent deducted to determine EBITDA for such period, (a) non-cash stock compensation expense for such period, except to the extent that such charges are reserves for future cash charges, (b) the management fee, not to exceed $344,000, paid by the Company to Global Strategies Group Holdings, S.A. during the fiscal quarter of the Company ending December 31, 2009, (c) compensation and non-recurring expenses of certain officers of Cyber who are no longer employed by Cyber, excess consulting fees, and a $1,000,000 bonus payment to employees made by the prior owner of Cyber prior to the transaction closing, not to exceed $2,671,000 in the aggregate and recognized as $308,000 for the fiscal quarter ending December 31, 2009, $350,000 for each of the fiscal quarters ending March 31, 2010, and June 30, 2010, and $1,663,000 for the fiscal quarter ending September 30, 2010, (d) a portion of the management and service fees from the former SGS parent and Servco, above market management compensation and excess consulting fees, not to exceed $1,060,000 in the aggregate and recognized as $430,000 for the fiscal quarter of the Company ending December 31, 2009, and $210,000 for each of the fiscal quarters of the Company ending March 31, 2010, June 30, 2010, and September 30, 2010, and (e) as identified by the Company and disclosed to the Administrative Agent, to the extent deducted in determining Consolidated Net Income for such period, and approved by the Administrative Agent in its sole and absolute discretion, (i) non-cash charges, and (ii) certain non-recurring compensation expenses and transaction expenses associated with Permitted Acquisitions (or such other acquisitions as shall be approved by the Required Lenders).
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Examples of Adjusted Company EBITDA in a sentence

  • The Adjusted Company EBITDA calculation shall be final and binding upon the Parties hereto for all purposes, unless the Securityholders' Representative objects to Parent's calculation within thirty (30) Business Days following Parent's delivery of such calculation, in which event the provisions of Section 3.4(b)(ii) below shall apply.

  • During the 30-Business Day review period, Securityholders' Representative shall have full access to the Company's and Surviving Corporation's books and records relating to the Adjusted Company EBITDA calculation during normal business hours and upon reasonable notice, and to the employees, representatives and agents of Parent and Surviving Corporation who prepared, or assisted in the preparation of, such calculation.

  • Any such objection shall be limited to the conformance of such calculation to the definition of Adjusted Company EBITDA and shall specify all items as to which there is disagreement, and an explanation of the basis for any disagreement.

  • If the Securityholders' Representative timely delivers an objection to Parent as provided in Section 3.4(b)(i) above, of a disagreement with Parent's Adjusted Company EBITDA calculation (the " Disagreement"), Parent and the Securityholders' Representative shall attempt, in good faith, to resolve the Disagreement.

  • As promptly as practicable but within thirty (30) Business Days following the completion of the Company 2006 Financials by Grant Thornton LLP, Parent shall calculate the Adjusted Company EBITDA and deliver a reasonable detail of such calculation to the Securityholders' Representative.

  • After completing their review of the Disagreement, the Accountants shall resolve each item in dispute and confirm their conclusion (and the resulting amount of the Adjusted Company EBITDA calculation) in writing to Parent and the Securityholders' Representative, and the decision of the Accountants regarding such adjustment shall be final and binding upon Parent and the Securityholders for all purposes and enforceable in any court of competent jurisdiction, absent manifest error.

  • As promptly as practicable but within thirty (30) Business Days following the completion of the Company 2006 Financials by Xxxxx Xxxxxxxx LLP, Parent shall calculate the Adjusted Company EBITDA and deliver a reasonable detail of such calculation to the Securityholders' Representative.

  • Securityholders' Representative's failure to timely notify Parent in writing of the existence of such a disagreement shall be deemed, for all 16 purposes, Securityholders' Representative's acceptance of Parent's Adjusted Company EBITDA calculation.

  • Adjusted Company EBITDA was $343 million, an increase of 4 percent compared to recast financials from the year ago period and $13 million above the midpoint of our guidance.

  • Giving pro forma effect to the outstanding Obligations (including the requested Loan or Letter of Credit) in the numerator thereof, the Senior Funded Debt to EBITDA Ratio and the Total Funded Debt to EBITDA Ratio (determined on the basis of Adjusted Company EBITDA for the most recent twelve month fiscal period for which financial information is then required to have been delivered to the Lenders) shall not be in excess of the applicable limits therefor set forth in Section 7.1 and 7.2, respectively.


More Definitions of Adjusted Company EBITDA

Adjusted Company EBITDA means, with respect to the Company (consolidated with all of its Subsidiaries), the amount calculated in accordance with the methodology set forth on Exhibit A;
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Related to Adjusted Company EBITDA

  • Target EBITDA means, for each fiscal year, the EBITDA set forth in the operating budget of the Company, as approved by the Board, for the particular year.

  • Adjusted EPS means earnings per share further adjusted for share-based payments, amortization of acquired intangible assets, items outside the normal scope of our ordinary activities (including other items, within selling, general and administrative expenses, losses/(gains) on items held at fair value and remeasurements through profit and loss, impairment losses on tangible assets, and impairment losses on intangible assets) and the related tax effects of these adjustments. Adjusted EPS provides a basis for comparison of our business operations between current, past and future periods by excluding items that we do not believe are indicative of our core operating performance. Adjusted EPS may not be comparable to other similarly titled metrics of other companies.

  • LTM EBITDA means Consolidated EBITDA of the Company measured for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which internal consolidated financial statements of the Company are available, in each case with such pro forma adjustments giving effect to such Indebtedness, acquisition or Investment, as applicable, since the start of such four quarter period and as are consistent with the pro forma adjustments set forth in the definition of “Fixed Charge Coverage Ratio.”

  • Adjusted EBITDA means, for the twelve (12) month period preceding the calculation date, for any Person, the sum of (a) Net Income, plus (b) to the extent deducted in determining Net Income, the sum, without duplication, of such Person’s (i) Interest Expense, (ii) income tax expense, including, without limitation, taxes paid or accrued based on income, profits or capital, including state, franchise and similar taxes and foreign withholding taxes, (iii) depreciation and amortization (including, without limitation, amortization of goodwill and other intangible assets), (iv) extraordinary losses and non-recurring non-cash charges and expenses, (v) all other non-cash charges, expenses and interest (including, without limitation, any non-cash losses in respect of Hedge Agreements, non-cash impairment charges, non-cash valuation charges for stock option grants or vesting of restricted stock awards or any other non-cash compensation charges, and losses from the early extinguishment of Indebtedness), (vi) non-recurring integration costs and expenses resulting from operational changes and improvements (including, without limitation, severance costs and business optimization expenses) and (vii) non-recurring charges and expenses, restructuring charges, transaction expenses (including, without limitation, transaction expenses incurred in connection with any merger or acquisition) and underwriters’ fees, and severance and retention payments in connection with any merger or acquisition, in each case for such period, less extraordinary gains and cash payments (not otherwise deducted in determining Net Income) made during such period with respect to non-cash charges that were added back in a prior period; provided, however, (A) with respect to any Person that became a Subsidiary of the Borrower, or was merged with or consolidated into the Borrower or any of its Subsidiaries, during such period, or any acquisition by the Borrower or any of its Subsidiaries of the assets of any Person during such period, “Adjusted EBITDA” shall, at the option of the Borrower in respect of any or all of the foregoing, also include the Adjusted EBITDA of such Person or attributable to such assets, as applicable, during such period as if such acquisition, merger or consolidation, including any concurrent transaction entered into by such Person or with respect to such assets as part of such acquisition, merger or consolidation, had occurred on the first day of such period and (B) with respect to any Person that has ceased to be a Subsidiary of the Borrower during such period, or any material assets of the Borrower or any of its Subsidiaries sold or otherwise disposed of by the Borrower or any of its Subsidiaries during such period, “Adjusted EBITDA” shall exclude the Adjusted EBITDA of such Person or attributable to such assets, as applicable, during such period as if such sale or disposition of such Subsidiary or such assets had occurred on the first day of such period.

  • TTM EBITDA means, as of any date of determination, EBITDA of Borrower determined on a consolidated basis in accordance with GAAP, for the 12 month period most recently ended.

  • Revenue Growth means the percentage change in revenue (as defined in Statement of Financial Accounting Concepts No. 6, published by the Financial Accounting Standards Board) from one period to another.

  • Adjusted Consolidated EBITDA means, for any Computation Period, Consolidated EBITDA for such Computation Period adjusted by giving effect on a pro forma basis to Acquisitions and dispositions completed during such Computation Period.

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

  • Adjusted Net Earnings means net earnings (loss) attributable to common stockholders as reported in the Company’s periodic reports filed with the Securities and Exchange Commission, provided that such amount shall be adjusted by reversing the following, to the extent such adjustments were made in calculating such net earnings (loss) attributable to common stockholders:

  • Adjusted Net Earnings from Operations means, with respect to any fiscal period of Foamex, the net income of Foamex and its Subsidiaries after provision for income taxes for such fiscal period, as determined in accordance with GAAP on a consolidated basis (excluding the Joint Ventures and the China Joint Venture) and reported on the Financial Statements for such period, excluding any and all of the following included in such net income: (a) gain or loss arising from the sale of any capital assets; (b) gain (or loss) arising from any write-up (or write-down) in the book value of any asset; (c) earnings of any Person, substantially all the assets of which have been acquired by Foamex or any of its Subsidiaries in any manner, to the extent realized by such other Person prior to the date of acquisition; (d) earnings of any Person (other than Foamex Canada and the Mexican Subsidiaries and their respective Subsidiaries) in which Foamex or any of its Subsidiaries has an ownership interest unless (and only to the extent) such earnings shall actually have been received by Foamex or any of its Domestic Subsidiaries in the form of cash distributions; (e) earnings of any Person to which assets of Foamex or any of its Subsidiaries shall have been sold, transferred or disposed of, or into which Foamex or any of its Subsidiaries shall have been merged, or which has been a party with Foamex or any of its Subsidiaries to any consolidation or other form of reorganization, prior to the date of such transaction; (f) gain or loss arising from the acquisition of debt or equity securities of Foamex or any of its Subsidiaries or from cancellation or forgiveness of Debt; and (g) gain or loss arising from extraordinary items, as determined in accordance with GAAP.

  • Adjusted Cash Flow for any fiscal year shall mean Consolidated Net Income of the Borrower for such fiscal year (after provision for taxes) plus the amount of all net non-cash charges (including, without limitation, depreciation, deferred tax expense, non-cash interest expense, amortization and other non-cash charges) that were deducted in arriving at such Consolidated Net Income for such fiscal year, minus the amount of all non-cash gains and gains from sales of assets (other than sales of inventory and equipment in the normal course of business) that were added in arriving at such Consolidated Net Income for such fiscal year.

  • Adjusted EBITDA Margin means Adjusted EBITDA divided by operating revenue;

  • Performance Measurement Period has the meaning set forth in Section 3.1(e)(ii).

  • total earnings means all of the dentist's gross earnings from the practice of dentistry by him in person, and "NHS earnings" means the dentist's gross earnings from the provision by him in person of general dental services under the National Health Service (Scotland) Act 1978, as amended, including where the dentist's name is included in sub-part A of the first part, or Part A prior to 2 July 2010, of two or more dental lists in Scotland, but neither his total earnings nor his NHS earnings shall be taken to include any remuneration by way of salary;

  • EBIT means earnings before interest and taxes.

  • Adjusted EBIT means, for any accounting period, net income (or net loss) of NAI and its Subsidiaries (determined on a consolidated basis), plus the amounts (if any) which, in the determination of net income (or net loss) for such period, have been deducted for (a) interest expense, (b) income tax expense (c) rent expense under leases of property, and (d) Permitted Non-Cash Charges.

  • Adjusted Net Operating Income or “Adjusted NOI” means, for any period, the Net Operating Income of the applicable Hotel Properties for such period, subject to the following adjustments:

  • Earnings Per Share means as to any Fiscal Year, the Company’s or a business unit’s Net Income, divided by a weighted average number of common shares outstanding and dilutive common equivalent shares deemed outstanding, determined in accordance with generally accepted accounting principles.

  • Cumulative EBITDA means, as of any date of determination, EBITDA of the Company from the Existing Notes Issue Date to the end of the Company’s most recently ended full fiscal quarter prior to such date, taken as a single accounting period.

  • EPS means earnings per share.

  • Annualized EBITDA means, for the four consecutive quarters ending on each Reporting Date, the Operating Partnership’s Pro Rata Share (as defined below) of earnings before interest, taxes, depreciation and amortization (“EBITDA”), with other adjustments as are necessary to exclude the effect of all realized or unrealized gains and losses related to hedging obligations, items classified as extraordinary items and impairment charges in accordance with generally accepted accounting principles, adjusted to reflect the assumption that (i) any EBITDA related to any assets acquired or placed in service since the first day of such four-quarter period had been earned, on an annualized basis, from the beginning of such period, and (ii) any assets disposed of during such four-quarter period had been disposed of as of the first day of such period and no EBITDA related to such assets had been earned during such period.

  • Adjusted Operating Income for each year in the Performance Period is defined as the Company’s net income from continuing operations as reported in the Company’s financial statements (including accompanying footnotes and management’s discussion and analysis), adjusted as set forth in the immediately following sentence. In calculating Adjusted Operating Income, net income from continuing operations shall be adjusted as follows: first (A) remove the after-tax effects of the following items: (i) losses (net of reinsurance) from catastrophes (as designated by the Insurance Service Office’s Property Claims Service Group, the Lloyd’s Claim Office, Swiss Reinsurance Company’s sigma report, or a comparable report or organization generally recognized by the insurance industry, and reported by the Company as a catastrophe); asbestos and environmental reserve charges (or releases); net realized investment gains or losses in the fixed maturities and real estate portfolios; and (ii) extraordinary items, the cumulative effect of accounting changes and federal income tax rate changes, and restructuring charges, each as defined by generally accepted accounting principles in the United States, and each as reported in the Company’s financial statements (including accompanying footnotes and management’s discussion and analysis); (B) reduced, as to the first year in the Performance Period (20XX), by $XXXXXX, as to the second year in the Performance Period (20XX), by $XXXXXX times the ratio of: the Company’s 20XX consolidated personal lines homeowners net written premium plus commercial lines property net written premium plus 50% of commercial lines multi peril net written premium divided by the Company’s 20XX consolidated personal lines homeowners net written premium plus commercial lines property net written premium plus 50% of commercial lines multi peril net written premium, and as to the third year in the Performance Period (20XX), by $XXXXXX times the ratio of: the Company’s 20XX consolidated personal lines homeowners net written premium plus commercial lines property net written premium plus 50% of commercial lines multi peril net written premium divided by the Company’s 20XX consolidated personal lines homeowners net written premium plus commercial lines property net written premium plus 50% of commercial lines multi peril net written premium; and (C) reduced by an amount intended, as of the date of this award, to approximate historical levels of credit losses (on an after-tax basis) associated with the Company’s fixed income investments, determined by (i) multiplying a fixed factor, expressed as 2.25 basis points, by the amortized cost of the Company’s fixed maturity investment portfolio at the beginning of each quarter during the relevant year in the Performance Period and (ii) adding the after-tax sum of the amounts resulting from (i) for such year in the Performance Period.

  • Property EBITDA means for any property owned by Ventas, Inc. or any of its Subsidiaries as of the date of determination, for any period of time, the net income (loss) derived from such property for such period, before deductions for (without duplication):

  • EBITA means for any period, operating profit (loss) plus (i) amortization, including goodwill impairment, (ii) amortization of non-cash distribution and marketing expense and non-cash compensation expense, (iii) restructuring charges, (iv) non-cash write-downs of assets or goodwill, (v) charges relating to disposal of lines of business, (vi) litigation settlement amounts and (vii) costs incurred for proposed and completed acquisitions.

  • Target Bonus Percentage means, with respect to any Executive, the target bonus percentage specified for such Executive in his or her Employment Agreement.

  • Adjusted gross income means that term as defined in section 62 of the internal revenue code of 1986.