Adjusted EBITDA Amount definition

Adjusted EBITDA Amount means, with respect to a Measurement Period, VWR and its Subsidiaries’ earnings before net interest expense, income taxes, depreciation, amortization and fees pursuant to the Management Services Agreement (as defined in the LLC Agreement), as it may be amended from time to time, in each case, for such Measurement Period, determined on a consolidated basis based upon the annual financial statements for VWR for the applicable Measurement Period filed with the Securities and Exchange Commission, as adjusted to reflect (w) the adjustments reflected in the description of “Adjusted EBITDA” contained in VWR’s Current Report on Form 8-K filed in connection with management’s teleconference to discuss the annual financial results for such Measurement Period, (x) constant currency translation exchange rates as reflected in VWR International, LLC’s 2011 Internal Operating Plan (y) for any business acquired after January 1, 2012, a constant currency translation exchange rate equal to the applicable Dollar to foreign currency exchange rate in effect on the closing date of such acquisition, and (z) for the Measurement Period ending December 31, 2014, a pro forma adjustment for any business acquired in such Measurement Period to reflect the projected full year Adjusted EBITDA Amount as if such acquisition had occurred on January 1, 2014. Adjusted EBITDA Amount shall be determined by the Board.
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Adjusted EBITDA Amount means an amount equal to the sum (without duplication) of (i) net income of the Company Sellers and Del Monte for the fiscal year ended December 27, 2014, plus (ii) (A) interest expense; (B) income tax expense; (C) depreciation and amortization expense; and plus or minus (D) such other adjustments as set forth on, and in a manner consistent with, Schedule 1.5(d)(i).
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Adjusted EBITDA Amount means an amount calculated as set forth on Exhibit A.
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Examples of Adjusted EBITDA Amount in a sentence

  • Prior to or promptly following the filing with the Securities and Exchange Commission of the annual audited financial statements of VWR for a Measurement Period, the Board or Committee will determine the Adjusted EBITDA Amount for such Measurement Period based on such audited financial statements and the vesting, if any, of Incentive Units as of such date of determination.

  • If upon a Determination Date the Adjusted EBITDA Amount for the applicable Measurement Period equals or exceeds the Minimum EBITDA Amount, all of the Group 1 Securities shall vest.

  • If upon a Determination Date the Adjusted EBITDA Amount for the applicable Measurement Period exceeds the Minimum EBITDA Amount, a portion of the Group 2 Securities shall vest, on a straight line basis in an amount calculated pursuant to the following formula: The result of (A) the product of minus (B) the number of Group 2 Securities that vested on a prior Determination Date, if any.

  • The Adjusted EBITDA Amount for the twelve (12) month period ending on December 31, 2004 shall be not less than the Adjusted EBITDA Target Amount.

  • The Bank shall have delivered to you a certificate, dated the date of the Closing, certifying that its representation set forth in Section 5.19 is true and correct.

  • Without limiting the generality of the provisions of Section 7.3, the Company shall make available to the Buyer and its representatives access to the work papers used by the Company to prepare the Adjusted EBITDA Certificate and to such other books, records and information as the Buyer may reasonably request for the purpose of verifying the accuracy of the Adjusted EBITDA Amount so certified.

  • If upon a Determination Date the Adjusted EBITDA Amount for the applicable Measurement Period exceeds the Minimum EBITDA Amount, a portion of the Group 2 Securities shall vest, on a straight line basis in an amount calculated pursuant to the following formula: The result of (A) the product of Number of Group 2 Securities minus (B) the number of Group 2 Securities that vested on a prior Determination Date, if any.

  • On or before the 120th day following the Closing Date, Parent shall prepare and deliver to the Sellers’ Representative a statement (the “Final Adjusted EBITDA Statement”) setting forth the final determination of the aggregate Adjusted EBITDA Amount of the Company Sellers and Del Monte for the fiscal year ended December 27, 2014 (the “Final 2014 Adjusted EBITDA Amount”).

  • If the Estimated 2014 Adjusted EBITDA Amount is less than the Targeted Adjusted EBITDA Amount, then the Purchase Price shall be decreased in total by an amount equal to the product of (A) the absolute value of the difference between the Targeted Adjusted EBITDA Amount and the Estimated 2014 Adjusted EBITDA Amount multiplied by (B) the Purchase Price Multiple.

  • On or before the 120th day following the Closing Date, the Buyer shall prepare and deliver to the Sellers’ Representative a statement (the “Final Adjusted EBITDA Statement”) setting forth the final determination of the aggregate Adjusted EBITDA Amount of the Company Sellers and Del Monte for the fiscal year ended December 27, 2014 (the “Final 2014 Adjusted EBITDA Amount”).


More Definitions of Adjusted EBITDA Amount

Adjusted EBITDA Amount means an amount equal to the sum (without duplication) of (i) net income of the Company Sellers and Del Monte for the fiscal year ended December 27, 2014, plus (ii) (A) interest expense; (B) income tax expense; (C) depreciation and amortization expense; and plus or minus (D) such other adjustments as set forth on, and in a manner consistent with, Schedule 1.5(b)(i) .
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Adjusted EBITDA Amount means the sum of (a) the Closing Adjusted EBITDA Amount plus (b) the Stub Adjusted EBITDA Amount. “Adjusted EBITDA Earnout Disputed Amounts” has the meaning set forth in Section 2.05(b)(iv).
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Adjusted EBITDA Amount means the sum of (a) the Closing Adjusted EBITDA Amount plus (b) the Stub Adjusted EBITDA Amount.
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Related to Adjusted EBITDA Amount

  • 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.

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

  • 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.

  • 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.”

  • 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 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.

  • 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.

  • Consolidated Adjusted EBITDA means, for any period, an amount determined for Borrower and its Subsidiaries on a consolidated basis equal to Consolidated Net Income for such period, plus, (i) to the extent deducted in determining Consolidated Net Income for such period, the sum, without duplication of amounts for:

  • Annualized Consolidated EBITDA means, for any quarter, the product of Consolidated EBITDA for such period of time multiplied by four (4).

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

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

  • Consolidated EBITDAR means, for any period, Consolidated EBITDA for such period plus, to the extent deducted in determining Consolidated EBITDA for such period, Consolidated Rental Expense.

  • 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.

  • EBITDA Margin means the ratio between (a) EBITDA and (b) total toll and other concession revenues.

  • Combined EBITDA means, for any period, Combined Net Income for such period plus, (a) without duplication and to the extent reflected as a charge in the statement of such Combined Net Income for such period, the sum of (i) income tax expense, (ii) Combined Interest Expense, (iii) amortization or write-off of debt discount and debt issuance costs and commissions, discounts and other fees and charges associated with Indebtedness (including the Notes), (iv) depreciation and amortization expense, (v) amortization of intangibles (including, but not limited to, goodwill) and organization costs, (vi) any extraordinary, unusual or non-recurring expenses or losses (including, whether or not otherwise includable as a separate item in the statement of such Combined Net Income for such period, losses on sales of assets outside of the ordinary course of business) and (vii) any non-cash charges, including non-cash charges resulting from the vesting or issuance of equity to employees, principals or others, and minus, (b) without duplication and to the extent included as income or gain in the statement of such Combined Net Income for such period, the sum of (i) any extraordinary, unusual or non-recurring non-cash income or gains (including, whether or not otherwise includable as a separate item in the statement of such Combined Net Income for such period, non-cash gains on the sales of assets outside of the ordinary course of business) and (ii) any other non-cash income, all as determined on a combined basis, and plus or minus, as appropriate, (c) without duplication of the items set forth in clauses (a) and (b) above, the adjustments equivalent to those that OCG made to arrive at its “Adjusted Net Income” in its Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (as filed with the SEC), to the extent relevant to the Obligors, and (d) without duplication of the items set forth in clauses (a), (b) and (c) above, the adjustments replacing investment income (loss) with receipts of investment income from funds and companies equivalent to those that OCG made to arrive at its “Distributable Earnings” in its Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (as filed with the SEC), to the extent relevant to the Obligors; provided that the contribution to Combined EBITDA of a subsidiary that is not a wholly owned subsidiary shall be calculated in proportion to the Obligors’ aggregate direct or indirect economic interests in such subsidiary.

  • Consolidated EBITDAX for any period means, without duplication, the Consolidated Net Income for such period, plus the following, without duplication and to the extent deducted (and not added back) in calculating such Consolidated Net Income:

  • Pro Forma EBITDA means, for any period, the Consolidated EBITDA of the Issuer and the Restricted Subsidiaries, provided that for the purposes of calculating Pro Forma EBITDA for such period, if, as of such date of determination:

  • Adjusted Revenue means revenue less Digital Platform Fulfilment Revenue.

  • EBITDA Coverage Ratio defined as EBITDA divided by the aggregate of total interest expense plus the prior period current maturity of long-term debt and the prior period current maturity of subordinated debt.

  • Consolidated EBITR means, for any fiscal period of the Borrower, an amount equal to Consolidated Net Income (Loss) for such period, plus, to the extent deducted in determining Consolidated Net Income (Loss), (i) Consolidated Tax Expense for such period, (ii) Consolidated Interest Expense for such period, and (iii) Consolidated Rental Expense for such period.

  • 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.

  • Interest Expense Coverage Ratio means, for any period, the ratio of (a) Consolidated EBITDA for such period to (b) Consolidated Interest Expense for such period.

  • Consolidated Total Debt to Consolidated EBITDA Ratio means, as of any date of determination, the ratio of (a) Consolidated Total Debt as of the last day of the relevant Test Period to (b) Consolidated EBITDA for such Test Period.

  • Consolidated EBIT means, for any fiscal period, Consolidated Net Income for such period plus, to the extent deducted in determining Consolidated Net Income for such period, the aggregate amount of (i) Consolidated Interest Expense and (ii) federal, state and local income tax expense.

  • 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 Leverage Ratio means, as of any date, the ratio of (a) Consolidated Total Funded Debt outstanding as of such date minus any Unrestricted Cash over $3,000,000 to (b) EBITDA for the period of four consecutive fiscal quarters ending on such date.