Annual Adjusted EBITDA definition

Annual Adjusted EBITDA means, as of any date of determination, the Borrower’s trailing four (4) fiscal quarters of consolidated adjusted earnings before interest (including, dividends with respect to preferred stock), tax, depreciation and amortization, as adjusted to exclude the effect of: non-cash charges (including, stock-based compensation expense, earn-out and contingent consideration obligations and adjustments thereof and purchase price adjustments), depreciation and amortization, amortization of intangible assets, other income (net of expense), provision (benefit) for income taxes, other non-recurring expenses and charges (including, restructuring, integration, severance or retention expenses), transaction expenses in connection with capital raising transactions (whether debt, equity or equity-linked) and acquisitions, in each case, whether or not consummated, the cumulative effect of a change in accounting principles and purchase accounting adjustments.
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Annual Adjusted EBITDA means, as of any date of determination, the Company’s trailing four (4) fiscal quarters of consolidated adjusted earnings before interest (including, dividends with respect to preferred stock), tax, depreciation and amortization, as adjusted to exclude the effect of: non-cash charges (including, stock-based compensation expense, earn-out and contingent consideration obligations and adjustments thereof and purchase price adjustments), depreciation and amortization, amortization of intangible assets, other income (net of expense), provision (benefit) for income taxes, other non-recurring expenses and charges (including, restructuring, integration, severance or retention expenses), transaction expenses in connection with capital raising transactions (whether debt, equity or equity-linked) and acquisitions, in each case, whether or not consummated, the cumulative effect of a change in accounting principles and purchase accounting adjustments.
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Annual Adjusted EBITDA shall be the cumulative Adjusted EBITDA of the Company for the Performance Period as defined in the Company’s 10-K and/or earnings press release and 8-K for the Company’s 2021 fiscal year end.Annual Free Cash Flow” shall be the Free Cash Flow of the Company for the Performance Period as defined in the Company’s 10-K and/or earnings press release and 8-K for the Company’s 2021 fiscal year end. Determinations and Adjustments It is the intent of the parties that the determinations herein shall mirror those under the Company’s cash-settled annual bonus plan (CIP) for fiscal year 2021, and all determinations hereunder shall be intended to match the determinations made under the annual bonus plan (CIP) for fiscal year 2021. Without limiting the foregoing, if the occurrence of any unbudgeted or unanticipated item during the Performance Period would make fair and equitable measurement of the performance goals no longer practical, the Administrator may adjust and modify the performance goals set forth herein to preserve (but not enhance) the incentives contemplated by this Award Agreement. You hereby agree that any such adjustment or modification shall not be deemed to be an amendment to the Award Documents and shall not adversely affect your rights hereunder. For purpose of this paragraph, unbudgeted or unanticipated items shall include, but not be limited to, costs associated with natural disasters, storms or pandemics (including, without limitation, COVID-19), foreign exchange variations, changes in accounting principles, material litigation costs that could not have been reasonably anticipated in the ordinary course of business, costs of severance or other reductions in force, capital markets transactions, restructurings or recapitalizations, business combinations or consolidations, stock splits or reverse splits, extraordinary special stock dividends, rights offerings, spin-offs, or similar transactions. ​ ​ ​
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Examples of Annual Adjusted EBITDA in a sentence

  • Nothing in this Amendment will affect the right of any party to this Amendment to serve process in any other manner permitted by law.

  • For the avoidance of doubt, if Annual Adjusted EBITDA Growth for CY [2024] is achieved below the threshold performance level shown in the table above, then the Annual Payout Percentage shall be 0%.

  • The Company shall pay the Annual Adjusted EBITDA Performance Bonus earned by the Executive for each year in the immediately following year, no later than March 15.

  • The Annual Adjusted EBITDA Performance Bonus shall be calculated by applying the Annual Adjusted EBITDA Performance Bonus range linearly against the annual budget target of Adjusted EBITDA approved by the Board each year.

  • The Performance Goals for this Performance Stock Award are: • Cash Flow Return on Invested Capital (“Cash Flow ROI”) (50% weight) • Average Annual Adjusted EBITDA Growth (50% weight) The Threshold Performance Goals are the minimum Performance Goals that must be achieved by the Company during the Performance Period for you to earn any Common Stock under this Performance Stock Award.

  • For the avoidance of doubt, no additional bonus will be earned for exceeding the stretch goal, as the maximum Annual Adjusted EBITDA Performance Bonus per year is $225,000, and no Annual Adjusted EBITDA Performance Bonus is payable in the event the Adjusted EBITDA is less than the base goal.

  • For purposes of this Agreement, the term “Adjusted EBITDA”, as it applies to any particular year, means that amount for such year equal to the Company’s Earnings before Interest, Taxes, Depreciation, and Amortization, as determined by the Company and derived from the Company’s audited financial statements, subject to such modifications as are set forth in the Annual Adjusted EBITDA Performance Bonus Table for such year.

  • Notwithstanding anything to the contrary contained in this Agreement, the Annual Adjusted EBITDA Performance Bonus for any year will be zero if the Adjusted EBITDA achieved by the Employer for such year is less than the threshold Adjusted EBITDA for such year, and in no event will an Annual Adjusted EBITDA Performance Bonus be more than the maximum target bonus for such year even if the Adjusted EBITDA achieved by the Employer for such year exceeds the maximum Adjusted EBITDA for such year.

  • The Performance Goals for this Performance Stock Award are: Cash Flow Return on Invested Capital (“Cash Flow ROI”) and Average Annual Adjusted EBITDA Growth, with each having a 50% weight.

  • For purposes of this Agreement, the term “Adjusted EBITDA”, as it applies to any particular year, means that amount for such year equal to the Employer’s Earnings before Interest, Taxes, Depreciation, and Amortization, as determined by the Employer and derived from the Employer’s audited financial statements, subject to such modifications as are set forth in the Annual Adjusted EBITDA Performance Bonus Table for such year.


More Definitions of Annual Adjusted EBITDA

Annual Adjusted EBITDA means, as of any date of determination, the Borrower’s trailing four (4) fiscal quarters of
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Annual Adjusted EBITDA means “Adjusted EBITDA” as approved by the Board as part of the Company’s business plan for the applicable calendar year.
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