Audited EBITDA definition

Audited EBITDA means the Company’s earnings before interest, taxes, depreciation and amortization for a full fiscal year that has been calculated solely and directly from the Company’s audited financial statements.
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Audited EBITDA means the actual EBITDA as determined after each Fiscal Year in accordance with GAAP.
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Audited EBITDA means the cumulative EBITDA of the Company during the Earnout Period.
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Examples of Audited EBITDA in a sentence

  • So long as the PCF Investors collectively beneficially own, in the aggregate, at least fifty percent (50%) of the total number of Initially Issued Shares, without the approval of the Majority PCF Investors, the Company shall not, and shall cause its subsidiaries not to, incur any additional indebtedness for borrowed money that would result in the Company’s and its subsidiaries’ aggregate indebtedness exceeding an amount equal to seven times (7x) the most recent Audited EBITDA.

  • Notwithstanding anything to the contrary contained in this Agreement, in the event that 2004 Audited EBITDA is below $2,044,000, the Merger Consideration shall be reduced by (i) the amount by which the 2004 Audited EBITDA is below $2,044,000, multiplied by (ii) ten (the "EBITDA Adjustment").

  • The Audited EBITDA shall be used to recalculate the Adjusted Base Salary and Bonus.

  • Buyer agrees to pay to the Seller for the Assets and the Seller agrees to accept from Buyer as the base purchase price for the Assets (the "Base Purchase Price"), the amount equal to nine (9) times the average of the EBITDA (as hereinafter defined) derived from the audited financial statements (the "Audited EBITDA") of the Business for the fiscal years ending December 31, 2000 and December 31, 2001.

  • Buyer agrees to pay to the Sellers for the Assets and the Sellers agree to accept from Buyer as the base purchase price for the Assets (the "Base Purchase Price"), the amount equal to nine (9) times the average of the EBITDA (as hereinafter defined) derived from the audited financial statements (the "Audited EBITDA") of the Business for the fiscal years ending December 31, 2000 and December 31, 2001.

  • Within 120 days after each Calculation Period, Maker shall cause to be prepared and delivered to Holder an audited statement of Company's EBITDA for the preceding twelve-month period (the "Audited EBITDA").

  • Purchaser and its representatives shall have reasonable access to Seller's books and records and Seller's accountants' work papers related to the preparation of the Audited EBITDA and the Pro Forma EBITDA.

  • In the event Audited EBITDA for 2004 is greater than Audited EBITDA for 2001 (such difference a "2004 EBITDA Increase"), then the Buyer shall, within two business days following the calculation of the 2004 EBITDA Increase, pay Sellers an amount equal to the 2004 EBITDA Increase divided by two and multiplied by 8.75 (the "2004 Purchase Price Installment").

  • If the Audited EBITDA is equal to or greater than eighty percent (80%) of the Forecasted EBITDA, the Earnout Payment shall be an amount equal to the product of (i) the quotient obtained by dividing (A) the Audited EBITDA by (B) the Forecasted EBITDA, and (ii) Fifty Million Dollars ($50,000,000); provided, that in no event shall the amount of the Earnout Payment exceed Fifty Million Dollars ($50,000,000).

  • The initial Stated Value shall be $15,000,000 (less the Assumed Liabilities) in the aggregate upon the Purchaser’s consummation of a merger with or an acquisition by a Publicly Traded Company listed on NASDAQ (the “Merger”) based upon a minimum valuation of Purchaser equal to twelve (12) times the Audited EBITDA of Purchaser upon the closing of the Merger (the “Valuation”).


More Definitions of Audited EBITDA

Audited EBITDA means operating income plus depreciation expense.
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Audited EBITDA means the earnings before interest, taxes, depreciation and amortization for the twelve month period ending on December 31, 2007 as derived from the Audited Financial Statements.
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Audited EBITDA has the meaning set forth in SECTION 3.2(B).
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Audited EBITDA means EBITDA for the Diversey Business for the twelve-month period ended December 31, 2016, as derived from the Audited Financial Statements and as finally determined in accordance with Section 2.8(b)
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Audited EBITDA means, for any period, Consolidated EBITDA (as defined in the Credit Agreement) for such period plus any amount paid by the Company as Performance Bonuses or Bonus Advances pursuant to the Plan included in the determination of Consolidated EBITDA, as determined based upon the Parent's audited consolidated financial statements such period, calculated in accordance with generally accepted accounting principles, consistently applied.
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Audited EBITDA has the meaning set forth in Section 2.1(f)(iii) hereof.
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Related to Audited EBITDA

  • Adjusted EBITDA means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication, to the extent the same was deducted in calculating Consolidated Net Income:

  • 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.

  • 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:

  • 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.

  • 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.

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

  • 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.

  • Adjusted Consolidated EBITDA means, with respect to the Borrower and the Subsidiaries on a consolidated basis for any period, the Consolidated Net Income of the Borrower and the Subsidiaries for such period plus

  • Consolidated EBIT means, for any period, the Consolidated Net Income for such period, before interest expense and provision for taxes based on income and without giving effect to any extraordinary gains or losses or gains or losses from sales of assets other than inventory sold in the ordinary course of business.

  • 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.

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

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

  • Pro Forma Adjusted EBITDA shall have the meaning assigned to such term in Section 3.05(a).

  • 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:

  • Acquired EBITDA means, with respect to any Acquired Entity or Business or any Converted Restricted Subsidiary for any period, the amount for such period of Consolidated EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary, as applicable, all as determined on a consolidated basis for such Acquired Entity or Business or Converted Restricted Subsidiary, as applicable.

  • 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.

  • Disposed EBITDA means, with respect to any Sold Entity or Business or any Converted Unrestricted Subsidiary for any period, the amount for such period of Consolidated EBITDA of such Sold Entity or Business or such Converted Unrestricted Subsidiary, all as determined on a consolidated basis for such Sold Entity or Business or such Converted Unrestricted Subsidiary.

  • 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.

  • 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.

  • EBITDAX means, for any period, the sum of Consolidated Net Income for such period plus the following expenses or charges to the extent deducted from Consolidated Net Income in such period: interest, income taxes, depreciation, depletion, amortization, exploration expenses and other similar noncash charges, minus all noncash income added to Consolidated Net Income.

  • Audited financial statement means a financial statement audited by an outside accounting firm.

  • 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.

  • 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.