Cumulative Adjusted EBITDA means the sum of the Adjusted EBITDA amounts for each of the three calendar years in the Performance Period.
Cumulative Adjusted EBITDA means (A) if the Performance Measurement Date is the Non-COC Measurement Date, the sum of “Adjusted EBITDA” as finally reported in the Company’s Annual Report on 10-K for all fiscal years elapsed in the Performance Period, as may be adjusted by the Committee to take into account the impact of new business, acquisitions, divestitures, expenses related to new end-to-end revenue cycle agreements, pandemic-related adjustments (both favorable and unfavorable, as determined by the Committee), changes in accounting principles, gains or losses due to changes in debt or equity financing, litigation, impairment, and unplanned events; and (B) if the Performance Measurement Date is the effective date of a Change of Control, the sum of (x) “Adjusted EBITDA” as finally reported in the Company’s Annual Report on 10-K for any fiscal years fully elapsed in the Performance Period and (y) the Company’s earnings before interest, taxes, depreciation, amortization, stock compensation, and non-recurring items for any fiscal quarters fully elapsed in the fiscal year in which the effective date of the Change of Control falls, as may be adjusted by the Committee to take into account the impact of new business, acquisitions, divestitures, expenses related to new end-to-end revenue cycle agreements, pandemic-related adjustments (both favorable and unfavorable, as determined by the Committee), changes in accounting principles, gains or losses due to changes in debt or equity financing, litigation, impairment, and unplanned events. Cumulative Adjusted EBITDA will be adjusted to account for a Qualifying End-to-End RCM Agreement based on the agreed-upon proforma financials for the new business, beginning the quarter after the Qualifying End-to-End RCM Agreement is entered into. Adjustments to Cumulative Adjusted EBITDA for End-to-End RCM Agreement Growth will be added to, or subtracted from, the Cumulative Adjusted EBITDA target achievement levels provided in Section 2(a)(ii) at the end of each fiscal year based on the assumption that Cumulative Adjusted EBITDA for [Year] and [Year] includes $[●] for growth investments related to Qualifying End-to-End RCM Agreements and that Cumulative Adjusted EBITDA for [Year] includes $[●] for growth investments related to Qualifying End-to-End Agreements; provided that, in the event of a Change of Control that occurs prior to the end of a fiscal year, such adjustments will be made for such partial year in which such Change of Control occurs prior to ...
Cumulative Adjusted EBITDA for the Performance Period means the Company’s cumulative earnings for the applicable Performance Period before interest, taxes, depreciation and amortization, and before stock-based compensation, acquisition expenses and similar non-recurring items, in a manner consistent with the Company’s publicly-reported adjusted EBITDA.
Examples of Cumulative Adjusted EBITDA in a sentence
The parties stipulate that AAC would have achieved a Cumulative Adjusted EBITDA of $20 million by March of 2015.
Cumulative Adjusted EBITDA growth was selected as a long-term performance measure as it aligns future payout under the long-term plan with sustained EBITDA performance.
The vesting of the 2020 PBRS is contingent upon achievement of a three-year Cumulative Adjusted EBITDA target and Relative TSR modifier over the three-year performance period, each of which is described in further detail below and will cliff vest at the end of three years.
PerformanceLevelCumulativeAdjusted EBITDA Relative TSR Performance MultiplierBelow ThresholdLess than 90% of targetLess than the 25th Percentile0% Threshold90% of target25th Percentile50%Target100% of target50th Percentile100%MaximumGreater than or equal to 110% of targetGreater than or equal to the 75th Percentile200%*Subject to adjustments as determined by the Committee in accordance with this Agreement and the Plan, the Cumulative Adjusted EBITDA target is $[ ].
The “Applicable Vesting Factor” shall be equal to either (i) the sole Vesting Factor that corresponds to the applicable Cumulative Adjusted EBITDA Range set forth in the table in Section 1(m) above in the event there is no Vesting Factor Range, or (ii) the sum of (A) the lowest Vesting Factor in the applicable Vesting Factor Range that corresponds to the applicable Cumulative Adjusted EBITDA Range set forth in the table in Section 1(m) above, plus (B) the ProRata Vesting Factor Increase.
More Definitions of Cumulative Adjusted EBITDA
Cumulative Adjusted EBITDA means the sum of the Company’s Adjusted EBITDA for the three fiscal years in the Measurement Period. “Adjusted EBITDA” for a fiscal year is equal to the Company’s consolidated earnings before interest expense, income taxes, depreciation and amortization, as adjusted, calculated and reported in the Company’s annual earnings release and Form 10-K. Adjusted EBITDA may be further adjusted at the Committee’s discretion to exclude the impact of unplanned transactions or events, including but not limited to excluding the impact of acquisitions in the year of acquisition.
Cumulative Adjusted EBITDA means the adjusted EBITDA during the Performance Period, calculated on a cumulative basis, net of any losses.
Cumulative Adjusted EBITDA as of any measurement date shall mean the sum of Adjusted EBITDA for all accounting periods commencing on January 1, 2011 and ending on such measurement date.
Cumulative Adjusted EBITDA means Adjusted EBITDA over the relevant number of consecutive quarters, accrued on a cumulative basis (taken as one accounting period). EXHIBIT A TAX SUMMARY Set forth below is a brief summary as of the date of the right of some of the federal tax consequences of purchase and disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. PARTICIPANTS SHOULD CONSULT A TAX ADVISER BEFORE PURCHASING OR DISPOSING OF THE SHARES. PURCHASE OF SHARES PRIOR TO VESTING BY CERTAIN PARTICIPANTS The Stock Purchase Agreement gives Participants the right to purchase certain shares which are subject to repurchase by the Company at cost prior to "vesting." In these situations, an election may be filed by the Participant with the Internal Revenue Service within 30 days of the purchase of the Shares, electing pursuant to Section 83(b) of the Code to be taxed currently on the bargain purchase element on the date of purchase for alternative minimum tax purposes. EVEN WHERE THERE IS NO BARGAIN ELEMENT FAILURE TO FILE THE 83(b) ELECTION WILL RESULT IN ALTERNATIVE MINIMUM TAXABLE INCOME MEASURED AND RECOGNIZED BY PARTICIPANT AT THE TIME OR TIMES ON WHICH THE COMPANY'S REPURCHASE REQUIREMENT LAPSES. Participant is strongly encouraged to seek the advice of his or her tax consultants in connection with the purchase of the Shares and the advisability of filing of the election under Section 83(b) and similar tax provisions. A form of Election under Section 83(b) is attached to the Stock Purchase Agreement as Exhibit B for reference. THE TAX CONSEQUENCES OF THE PURCHASE AND SALE OF COMMON SHARES AND THE TERMINATION OF COMPANY REPURCHASE RIGHTS FOR UNVESTED SHARES, MAY DIFFER DEPENDING UPON THE CIRCUMSTANCES OF EACH PARTICIPANT, THE TERMS OF THE AWARD AND THE TIMING OF ANY EXERCISE OR SALE. PARTICIPANTS ARE ADVISED TO SEEK INDEPENDENT TAX ADVICE TO MAKE SURE THEY UNDERSTAND THE INCOME TAX CONSEQUENCES OF ANY AWARD. EXHIBIT B ELECTION UNDER SECTION 83(B) OF THE INTERNAL REVENUE CODE OF 1986 The undersigned taxpayer hereby elects, pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, to include in taxpayer's gross income for the current taxable year the amount of any compensation taxable to taxpayer in connection with taxpayer's receipt of the property described below:
Cumulative Adjusted EBITDA means, for the Performance Period, earnings before interest expense, income tax expense, and depreciation and amortization, with further adjustments for acquisition-related costs, straight-line rent, equity compensation, loss on debt extinguishment and certain non-recurring, non-core, infrequent or unusual charges.
Cumulative Adjusted EBITDA means an amount equal to the sum of the Adjusted EBITDA for each of the three fiscal years included in the Earnout Period.
Cumulative Adjusted EBITDA means the sum of Adjusted EBITDA for the Company’s 2014, 2015 and 2016 fiscal years.