EBITDA Adjustment Amount has the meaning specified in Section 2.2(a)(iii).
EBITDA Adjustment Amount means, for any period, the amount, if any, by which the amount of EOI’s revenues, on a consolidated basis, taken into account in the calculation of EBITDA for such period which is attributable to “management and leasing services”, “management fees”, “Promote” and, if any, without duplication, revenues attributable to Promote from Unconsolidated Affiliates (as such term is defined in the definition of “EBITDA”) for such period, exceeds an amount equal to 30% (thirty percent) of the total revenues of EOI for such period.
EBITDA Adjustment Amount means, at any time of determination, an amount equal to 80% of the aggregate amount of the EBITDA of each bowling center acquired or constructed by the Borrower or any of its Subsidiaries after the First Closing Date and acquired or constructed at least 15 months prior to such time of determination, as reflected in the certificate most recently required to be furnished to the Lender Parties pursuant to Section 5.03(b) or (c), as the case may be, provided that for purposes hereof, the time of any such acquisition shall be the date of consummation of such acquisition and the time of any such construction shall be the date of the opening of such bowling center for business.
Examples of EBITDA Adjustment Amount in a sentence
If it is finally determined pursuant to the provisions of this Section 2.3(c) that there is an Annualized EBITDA Deficiency, then within two (2) days after all Disputed Calculations with respect thereto have been resolved, Seller shall pay to Buyer the EBITDA Adjustment Amount that has not been paid by Seller pursuant to Section 2.3(c)(iv)(C) hereof.
All payments for any EBITDA Adjustment Amount shall be made by wire transfer of immediately available funds to the account or accounts designated by Buyer.
All payments of the EBITDA Adjustment Amount shall be made by wire transfer of immediately available funds to the account or accounts designated by Buyer.
To rejuvenate the superhydrophobic properties, the coating samples were re-immersed in a stearic acid solution, as used previously for generation of the original coatings, for 24 hours.
Notwithstanding anything to the contrary contained herein, if at any time prior to the end of 2020 Fiscal Year of Parent, one or more Adjustment Events occurs, the applicable Adjusted EBITDA Threshold in respect of each Milestone in respect of a Measurement Year ending after the date of such Adjustment Event shall be increased (in the case of an acquisition) or decreased (in the case of a sale) by an amount equal to the Adjusted EBITDA Adjustment Amount in respect of such Adjustment Event.
More Definitions of EBITDA Adjustment Amount
EBITDA Adjustment Amount means, with respect to any Asset Sale (other than a Sale/leaseback) consummated on or after the Supplemental Indenture Effective Date involving an operating unit, or a material portion of the assets of an operating unit, of the Company and its Subsidiaries, that portion of Consolidated EBITDA attributable to such operating unit or material portion of the assets thereof for the most recent period of four consecutive fiscal quarters ending prior to the date of such Asset Sale for which the relevant financial information is available, as certified in reasonable detail to the Trustee by the Chief Financial Officer of the Company.
EBITDA Adjustment Amount means an amount equal to the ------------------------ product of 5.42 times the Annualized EBITDA Deficiency.
EBITDA Adjustment Amount means the amount (which may be positive or negative), if any, by which the WCN Baseline EBITDA Amount is more than $1,500,000 greater than the RSG Baseline EBITDA Amount (a “Positive EBITDA Amount”) or more than $1,500,000 less than the RSG Baseline EBITDA Amount (a “Negative EBITDA Amount”). For instance, if the WCN Baseline EBITDA Amount is $1,550,000 greater than the RSG Baseline EBITDA, then the Positive EBITDA Amount would be $50,000; and if the WCN Baseline EBITDA Amount is $1,550,000 less than the RSG Baseline EBITDA Amount, then the Negative EBITDA Amount would be $50,000. For purposes of calculating the EBITDA Adjustment Amount, if (A) a Positive EBITDA Amount exists, and the surplus is attributable to more than one collection, transfer station or landfill Asset included within the Assets, then such Positive EBITDA Amount shall automatically be deemed allocated first to the individual collection, transfer station or landfill Asset that has the largest EBITDA surplus and then such allocation shall automatically continue in descending order to the remaining individual collection, transfer station or landfill Assets that have an EBITDA surplus until such Positive EBITDA Amount has been fully allocated to all such Assets; and (B) a Negative EBITDA Amount exists, and the shortfall is attributable to more than one collection, transfer station or landfill Asset included within the Assets, then such Negative EBITDA Amount shall automatically be deemed allocated first to the individual collection, transfer station or landfill Asset that has the largest EBITDA shortfall and then such allocation shall automatically continue in descending order to the remaining individual collection, transfer station or landfill Assets that have an EBITDA shortfall until such Negative EBITDA Amount has been fully allocated to all such Assets; and
EBITDA Adjustment Amount means an amount, if any, equal to eight times the EBITDA Deficiency.
EBITDA Adjustment Amount shall be an amount equal to (i) the amount by which the EBITDA Target exceeds Actual EBITDA as so agreed (or determined accordance with Section 2.14(c)) is less than the EBITDA Target, multiplied by (ii) 12.50, provided, however, if the Actual EBITDA as so agreed (or determined accordance with Section 2.14(c)) is equal to or greater than the EBITDA Target, the EBITDA Adjustment Amount shall be equal to zero (0). If the EBITDA Adjustment Amount is greater than zero, Sellers shall pay in cash to Buyer or one or more Buyer Designees (as directed by Buyer) the EBITDA Adjustment Amount as provided in Section 2.14(f). For clarity, the Parties acknowledge that the EBITDA Adjustment Amount may not be determined until after the Closing Date.
EBITDA Adjustment Amount has the meaning set forth in Schedule 2.11-2.
EBITDA Adjustment Amount of the Seller Representative or Established Restaurants (which may be a positive or negative number) will be equal to the product of (i) the amount determined by subtracting the Closing EBITDA from the Estimated EBITDA, multiplied by (ii) five and one-half (5.5).
(i) If the EBITDA Adjustment Amount is positive, Buyer and Seller Representative shall cause the Escrow Agent to:
(A) release to Buyer from the Purchase Price Escrow Account an amount in cash equal to the product of (x) the EBITDA Adjustment Amount, multiplied by (y) the Cash Multiple by wire transfer of immediately available funds to an account specified by Buyer;
(B) release to Buyer from the Purchase Price Escrow Account that number of shares of Parent Common Stock, which will be deemed to have a value of $7.00 per share of Parent Common Stock, equal in value to the product of (x) the EBITDA Adjustment Amount, multiplied by (y) the Stock Multiple; and
(C) release to Buyer from the Purchase Price Escrow Account an aggregate principal amount of Convertible Notes equal to the product of (x) the EBITDA Adjustment Amount, multiplied by (y) the Note Multiple.
(ii) If the EBITDA Adjustment Amount is negative, Buyer shall:
(A) pay to Seller Representative an amount in cash equal to the product of (x) the absolute value of the EBITDA Adjustment Amount, multiplied by (y) the Cash Multiple by wire transfer of immediately available funds to an account specified by Seller Representative;
(B) deliver to Seller Representative that number of shares of Parent Common Stock, which will be deemed to have a value of $7.00 per share of Parent Common Stock, equal in value to the product of (x) the absolute value of the EBITDA Adjustment Amount, multiplied by (y) the Stock Multiple; and
(C) deliver to Seller Representative an aggregate principal amount of Convertible Notes equal to the product of (x) the absolute value of the EBITDA Adjustment Amount, multiplied by (y) the Note Multiple. Seller Representative or Buyer, as the case may be, shall cause the payments or deliveries to be made within fifteen (15) days after the calculation of the Closing EBITDA becomes binding and conclusive on the parties; provided that in the event that the amount to be paid to Buyer pursuant to this Section 2.9(a) exceeds the available funds and Parent Securities remaining in the Purchase Price Escrow Account, Seller Representative shall pay the amount of such shortfall by wire transfer of immediately available funds to the account speci...