Earnout EBITDA definition

Earnout EBITDA means the earnings before interest, taxes, depreciation and amortization of Buyer, taken as a whole, during the Earnout Period, as determined in accordance with GAAP.

Earnout EBITDA means, for an Applicable Period, the Earnout Revenue for such Applicable Period less operating and other expenses associated with such Earnout Revenue (other than interest expense, income tax expense, depreciation expense and amortization expense), all as determined in accordance with the parameters of Schedule 2.4(a)(iii).

Earnout EBITDA means the following for the applicable Earnout Year: The Company’s consolidated net income (calculated in accordance with GAAP) plus interest expense, income tax expense, depreciation and amortization, gains or losses on the disposition of depreciated property (including gains or losses on change in control), impairment write-downs of depreciated property and of investments in unconsolidated Affiliates caused by a decrease in the value of depreciated property or the Affiliate, and adjustments to reflect the Company’s share of EBITDAre of unconsolidated Affiliates, shall be equal to the Company’s “EBITDAre” for such applicable Earnout Year. Adjusted EBITDAre shall then be calculated as the Company’s EBITDAre, plus to the extent the following adjustments (each of which, for the avoidance of doubt, can be a positive or negative number) occurred during the periods presented (and solely to the extent such adjustments are not already captured in the Company’s EBITDAre calculation):

Examples of Earnout EBITDA in a sentence

• In the event that the 2010 Earn-out EBITDA is less than the First Target but greater than $23,000,000, then the Initial Members and JDI (pro rata in accordance with their Earn-Out Sharing Percentages) shall be entitled to receive a corresponding proportionate percentage of the First Earn-Out equal to the adjusted EBITDA earned for the applicable year in excess of $23,000,000 divided by $4,000,000.

• In the event that the 2011 Earn-out EBITDA is less than the Second Target but greater than $32,000,000, then the Initial Members and JDI (pro rata in accordance with their Earn-Out Sharing Percentages) shall be entitled to receive a corresponding proportionate percentage of the Second Earn-Out equal to the adjusted EBITDA earned for the applicable year in excess of $32,000,000 divided by $13,000,000.

• Subject to the reimbursement provided in the next sentence, each party shall bear its own expenses and the fees and expenses of its own Representatives, including its independent accountants, in connection with the preparation, review, dispute (if any) and final determination of the amount of Earnout EBITDA for the applicable Earnout Period and the Earnout Consideration calculated therefrom.

• The failure of the Seller to deliver an Earnout Objection Notice within the thirty (30) day period hereinabove provided shall constitute the acceptance by the Seller of the Earnout EBITDA and the amount of Earnout Consideration set forth in the Earnout Notice whereupon such amounts shall be final, binding and conclusive for all purposes hereunder.

• Within ten (10) business days following the filing of Parent’s quarterly report on Form 10-Q with respect to each three-month quarter during the Earnout Period, Buyer shall prepare and deliver to Seller Representative a written statement (the “Earnout Statement”) setting forth, in reasonable detail and with reasonable supporting information, Buyer’s calculation of the Earnout EBITDA for the Earnout Period.

More Definitions of Earnout EBITDA

Earnout EBITDA means either the 2014 Earnout EBITDA or the 2015 Earnout EBITDA, as the case may be.

Earnout EBITDA means with respect to any designated period of time, the earnings before interest, income taxes, depreciation and amortization of Forum and its Subsidiaries (including the Target Companies) on a consolidated basis, for such period, as determined in accordance with the methodology for calculating “Consolidated EBITDA” (including all “add-backs” and adjustments provided therein) (but subject to the Measurement Methodologies (as defined in the Merger Agreement)) set forth in that certain term loan agreement, dated as of June 20, 2017, as amended and supplemented through November 30, 2017, by and among, inter alia, Converge One Holdings Corp., C1 Intermediate Corp., the lenders party thereto and JPMorgan Chase Bank, N.A., whether or not such term loan agreement remains in effect as of any date of calculation.

Earnout EBITDA means, for an Applicable Period, the Earnout Revenue for such Applicable Periodless operating and other expenses associated with such Earnout Revenue (other than interest expense, income tax expense, depreciation expense and amortization expense), all as determined in accordance with the parameters of Schedule 2.4(a)(iii).

Earnout EBITDA shall have the meaning set forth in Section 5.2(c)(i).

Earnout EBITDA shall refer to either the 2007 Earnout EBITDA or the 2008 Earnout EBITDA as determined in accordance with Schedule 1.9 hereof.

Earnout EBITDA means net income plus depreciation and amortization plus income Taxes plus interest minus one-time extraordinary gains and losses, in each case, as determined in accordance with Accounting Principles. Set forth on Exhibit B is an agreed upon illustrative calculation of Earnout EBITDA as of December 31, 2020, December 31, 2021 and the twelve month period ended April 30, 2022.

Earnout EBITDA means the EBITDA of Parent for the relevant period, excluding any expenses incurred in connection with the transactions contemplated by this Agreement and excluding any EBITDA contributions from, and any corresponding costs, including acquisition costs, associated with, any acquisitions consummated by Parent or any of its Subsidiaries subsequent to the Closing Date.