Baseline EBITDA definition

Baseline EBITDA means, (i) for the fiscal year ended December 31, 2007, $42,000,000, (ii) for the fiscal year ended December 31, 2008, $45,000,000, (iii) for the fiscal year ended on December 31, 2009, $50,000,000, (iv) for the fiscal year ended December 31, 2010, $55,000,000, (v) for the fiscal year ended December 31, 2011, $60,000,000, (vi) for the fiscal year ended December 31, 2012, $65,000,000, and (vii) for the fiscal year ended December 31, 2013, $70,000,000.

Baseline EBITDA shall have the meaning ascribed thereto in Section 3.1 hereof.

Baseline EBITDA shall be equal to $4,705,000.

Examples of Baseline EBITDA in a sentence

• The vesting date is 1 July 2019 subject to the satisfaction of the following vesting conditions: Class A Performance RightsClass B Performance RightsIf the Company achieves compound annual growth in Baseline EBITDA of 268%, then 50% of the PR’s will vest.

• Management have attributed a 100% probability of rights vesting.If the Company achieves compound annual growth in Baseline EBITDA above 268% but less than 532%, then between 50% and 100% of the PR’s will vest.

• Management have attributed a 100% probability of rights vesting.If the Company achieves compound annual growth in Baseline EBITDA above 268% but less than 532%,then between 50% and 100% of the PR’s will vest.

• Once the Actual EBITDA Amount is finally determined for the Third and Final 12-Month Earnout Period pursuant to Section 1.2(c)(ii), if the Actual EBITDA Amount exceeds the Baseline EBITDA Amount applicable to the Third and Final 12-Month Earnout Period, the Buyer shall issue to the Sellers, within thirty (30) days thereafter, twelve (12) shares of Buyer Stock for each dollar of such excess.

• Management have attributed a 100% probability of rights vesting.If the Company achieves compound annual growth in Baseline EBITDA above 532%, then 100% of the PR’s will vest.

More Definitions of Baseline EBITDA

Baseline EBITDA means $12,000,000.

Baseline EBITDA means $137,000,000; provided, that in the event any Add-On Acquisition results in an adjustment to the Periodic Fees pursuant to Section 2(b), the Baseline EBITDA will immediately after the consummation of such Add-On Acquisition be adjusted to be equal to Parent’s Consolidated EBITDA immediately after giving effect to such Add-On Acquisition.

Baseline EBITDA means $3,761,000.

Baseline EBITDA means the EBITDA of the Company during the period commencing at 12:00 AM Eastern Time on January 1, 2009, and ending at 11:59 PM Eastern Time on December 31, 2009, as determined based on the Audited Financial Statements.

Baseline EBITDA has the meaning given such term in Section 1.3(d).

Baseline EBITDA has the meaning set forth in Section 2.10(a).

Baseline EBITDA means an amount equal to (i) the combined net income, calculated in accordance with GAAP consistently applied, plus interest expenses, federal, state and local taxes based on income, depreciation and amortization and subject to the adjustments as provided in this Section 2.5(c), of (A) Trinity and MBP, on a combined basis, and (B) the Transferred Entities, on a combined basis, for the twelve (12) calendar month period ending with the month immediately preceding the month in which the Closing occurs, less (ii) the sum of $500,000; provided, however, that the Baseline EBITDA, for purposes of calculating the Measurement Period Earn-Out Payment for any Measurement Period, shall not be less than $17,694,000. (For the avoidance of doubt, if the Closing occurs in December 2007, the Baseline EBITDA shall be determined for the period of December 1, 2006 through November 30, 2007.) In calculating Baseline EBITDA, the parties agree to the following adjustments: (i) all legal, accounting, broker and advisory fees and expenses directly related to the acquisition of the Transferred Entities and Escrow Agreement expenses shall be disregarded; (ii) general administrative and overhead expenses shall be disregarded with respect to the Transferred Entities, except that direct costs of Newpark and its Affiliates related to the Business prior to the Closing shall be considered for purposes of calculating Baseline EBITDA; (iii) management fees payable to Affiliates of Trinity and/or MBP shall be disregarded with respect to Trinity and MBP; (iv) asset impairments and similar non-cash charges shall be disregarded; and (v) any extraordinary, non-recurring or unusual gains, losses or expenses on sales of assets or businesses (including sales other than in the ordinary course of business) shall be disregarded. Within five (5) Business Days of the execution of this agreement the parties shall jointly prepare an estimate of the Baseline EBITDA, calculated on a pro forma basis in accordance with the foregoing provisions as if the Closing occurred in December 2007 (the “Estimated Baseline EBITDA”). Not less than five (5) Business Days prior to the Closing Date, Newpark and Purchaser shall deliver to the other a statement setting forth such party’s respective input into the calculation of the actual Baseline EBITDA. The actual Baseline EBITDA shall be calculated in a manner consistent with the calculation of the Estimated Baseline EBITDA. Newpark and Purchaser shall attempt, in good fait...