Closing Date Consolidated Adjusted EBITDA definition

Closing Date Consolidated Adjusted EBITDA is $134,642,865.00.
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Closing Date Consolidated Adjusted EBITDA means Consolidated Adjusted EBITDA; provided, however, that (i) the elements thereof shall be determined in conformity with GAAP as in effect on April 30, 2008, (ii) the amount of Transaction Costs to be included shall not exceed $10,000,000 in the aggregate, and (iii) the amount of (a) extraordinary losses, charges and expenses and (b) unusual or non-recurring losses, charges and expenses that would not be classified as unusual or non-recurring under Item 10(e) of Regulation S-K to be included shall not exceed $10,000,000 in the aggregate.
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Closing Date Consolidated Adjusted EBITDA means Consolidated Adjusted EBITDA; provided, however, that (i) the elements thereof shall be determined in conformity with GAAP as in effect on the date of this Commitment Letter, (ii) the amount of Transaction Costs to be included shall not exceed $10,000,000 in the aggregate, and (iii) the amount of (a) extraordinary losses, charges and expenses and (b) unusual or non-recurring losses, charges and expenses that would not be classified as unusual or non-recurring under Item 10(e) of Regulation S-K to be included shall not exceed $10,000,000 in the aggregate.
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Examples of Closing Date Consolidated Adjusted EBITDA in a sentence

  • Lead Arranger shall have received a Closing Date Certificate signed by a Financial Officer of Company, demonstrating in reasonable detail Closing Date Consolidated Adjusted EBITDA of at least $97,500,000 for the most recently completed trailing 12 month period ended at least 35 days prior to the Closing Date for which financial statements have been delivered pursuant to subsection 4.2D.

  • The ratio of Original Closing Date Consolidated Net Total Debt to pro forma Original Closing Date Consolidated Adjusted EBITDA of the Group, after giving effect to the Merger and the Required Disposal, for the four Fiscal-Quarter period most recently ended prior to the Original Closing Date for which financial statements are required to be delivered hereunder shall not exceed 5.25:1.00.

  • I am the duly elected Chief Financial Officer of FTD Group, Inc., a Delaware corporation (“FTD”), and hereby certify that as of the Closing Date, the Closing Date Consolidated Adjusted EBITDA of FTD and its Subsidiaries is at least $97,500,000 for the most recently completed trailing 12 month period ended at least 35 days prior to the Closing Date for which financial statements have been delivered pursuant to subsection 4.2D of the Credit Agreement.

  • The ratio of Closing Date Consolidated Net Total Debt to pro forma Closing Date Consolidated Adjusted EBITDA of the Group, after giving effect to the Merger and any Required Disposal, for the four Fiscal-Quarter period most recently ended prior to the Closing Date for which financial statements are required to be delivered hereunder shall not exceed 5.25:1.00.


More Definitions of Closing Date Consolidated Adjusted EBITDA

Closing Date Consolidated Adjusted EBITDA shall have the meaning assigned to such term in Section 4.1P.
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Closing Date Consolidated Adjusted EBITDA means, for any period, (a) Consolidated Net Income of the Parent and its Subsidiaries and the Acquired Business, plus, to the extent deducted in determining Consolidated Net Income of the Parent and its Subsidiaries and the Acquired Business, (i) interest expense, amortization or write-off of debt discount, other deferred financing costs and other fees and charges associated with Indebtedness, (ii) expenses for taxes based on income or gain, (iii) depreciation, (iv) amortization, write-offs, write-downs, asset revaluations and other non-cash charges, losses and expenses, including non-cash equity compensation expenses, (v) impairment of intangibles, including, without limitation, goodwill, (vi) extraordinary losses (as determined in accordance with GAAP (or IFRS, as applicable)) realized other than in the ordinary course of business, (vii) fees paid pursuant to that certain management agreement, dated as of December 6, 2006, between the Acquired Business and its majority shareholder (prior to giving effect to the Acquisition) as in effect on such date, (viii) fees and expenses incurred in connection with permitted acquisitions and investments, (ix) extraordinary, unusual, or non-recurring charges and expenses including transition, restructuring and “carveout” expenses, (x) one-time costs and expenses directly related to the establishment of systems and processes necessary to remedy control issues raised by the Parent’s or the Acquired Business’ auditors or to effect compliance with the rules promulgated under the Xxxxxxxx-Xxxxx Act of 2002 (whether or not such compliance is required by applicable law), it being understood that such costs and expenses (A) shall only relate to the initial implementation of such systems and processes, (B) shall be included in the calculation of the Closing Date Consolidated Adjusted EBITDA only for the period in which such initial implementation occurred and (C) shall be excluded from the calculation of Closing Date Consolidated Adjusted EBITDA to the extent they relate to any period subsequent to such initial implementation, (xi) legal, accounting, consulting, and other costs and expenses relating to the Parent’s or the Acquired Business’ potential or actual issuance of Equity Interests, including without limitation an initial public offering of common stock, (xii) Special Recognition Bonus 2A paid to members of management out of proceeds of the Loans and Term Loans (so long as the sum of such bonuses plus the amount of the ...
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Related to Closing Date Consolidated Adjusted EBITDA

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

  • 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

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

  • 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:

  • 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.

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

  • Consolidated Adjusted Debt means, at any time, the sum of, without duplication, (i) Consolidated Funded Indebtedness and (ii) the product of Consolidated Rents multiplied by 6.0.

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

  • 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:

  • 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.

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

  • 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.

  • Material Project EBITDA Adjustments means, with respect to each Material Project:

  • 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.

  • Adjusted Consolidated Net Tangible Assets means (without duplication), as of the date of determination, the remainder of:

  • 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.

  • 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 Consolidated Working Capital means, at any time, Consolidated Current Assets (but excluding therefrom all cash and Cash Equivalents) less Consolidated Current Liabilities at such time.

  • 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.”

  • 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 Adjusted Net Worth means, as of any day for the Consolidated Group, the sum of (a) total shareholders’ equity or net worth plus (b) accumulated depreciation and accumulated amortization, in each case, determined on a consolidated basis in accordance with GAAP; but excluding, in any event, for purposes hereof, unrealized gains and losses on Swap Contracts reported on a consolidated balance sheet as accumulated other comprehensive income or loss.

  • Consolidated Adjusted Net Income means, for any period, the net income (or net loss) of the Company and the Restricted Subsidiaries for such period as determined on a consolidated basis in accordance with GAAP, adjusted to the extent included in calculating such net income or loss by excluding (without duplication):

  • Closing Date Cash means Company Cash as of 11:59 P.M. on the date immediately prior to the Closing Date.

  • Total Consolidated Debt means, as of any date of determination, the aggregate amount of all Indebtedness of Parent and its Subsidiaries, as determined on a consolidated basis in accordance with GAAP.

  • Adjusted Consolidated Net Worth means, at any date, without duplication, the sum of (a) the consolidated shareholders’ equity, determined in accordance with GAAP, of the Guarantor and its Consolidated Subsidiaries, plus (b) the aggregate Hybrid Instrument Amount plus (c) the VA Adjustment Amount; provided that, in determining such Adjusted Consolidated Net Worth, there shall be excluded (i) any “Accumulated Other Comprehensive Income (Loss)” shown on the consolidated balance sheet of the Guarantor and its Consolidated Subsidiaries prepared in accordance with GAAP, (ii) the effect of any election under the fair value option in FASB ASC 825 permitting a Person to measure its financial assets or liabilities at the fair value thereof, and the related tax impact and (iii) all noncontrolling interests (as determined in accordance with Statement of Financial Accounting Standards No. 160, entitled “Noncontrolling Interests in Consolidated Financial Statements”) shown on the consolidated balance sheet of the Guarantor and its Consolidated Subsidiaries.