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, 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).

Examples of Earnout EBITDA in a sentence

• The VAG business did not attain the Earn-out EBITDA metrics defined in the sale agreement for the fiscal year ended March 31, 2019.

• The sale agreement provides for the Company to potentially receive contingent consideration of up to an additional $20.0 million based on, and subject to, the VAG business attainment of Earn-out EBITDA, as defined in the sale agreement, in the Company's fiscal years ended March 31, 2019, and ending March 31, 2020 and 2021.

• Buyer shall, within five (5) business days after such Earnout EBITDA Report is deemed conclusive and binding, pay Sellers the Earnout Payment by wire transfer of immediately available funds to an account designated by Sellers (which account shall have been designated at least two (2) business days prior to such payment being made).

• As a result of these adjustments and other related costs, the Company recognized an additional $1.8 million loss on the sale of discontinued operations for the year ended March 31, 2020.The terms of the sale agreement provided the Company to receive contingent consideration, based on, and subject to, the VAG business attainment of Earn-out EBITDA, as defined in the sale agreement.

• Unless Sellers object to Buyer’s determination of the Earnout Payment by delivery to Buyer of a notice (a “Notice of Disagreement”) setting forth the basis for such objection within forty-five (45) days after Buyer’s delivery of the Earnout EBITDA Report (or if, at any time, Sellers expressly accept the Earnout EBITDA Report in a writing given to Buyer), the Earnout EBITDA Report shall be conclusive and binding for all purposes of this Agreement.

More Definitions of Earnout EBITDA

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 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):

Earnout EBITDA means EBITDA of the Company and its Subsidiaries recorded in respect of an Earnout Period, subject to upward or downward adjustment solely as follows:

Earnout EBITDA means an amount equal to the “EBITDA” line item on the income statement constituting a part of the final Earnout Statement; provided, however, that, for purposes of this Agreement, such line item shall be adjusted (a) to exclude (i) the portion of the premium for the Environmental Insurance Policy payable or paid by the Company, and (ii) any management fees paid by the Company to any Affiliate of the Company, and (b) as described in the attached Exhibit B.

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 has the meaning set forth on Schedule 2.9.

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.