EBITDA Condition definition

EBITDA Condition means that the actual Consolidated EBITDA for the twelve (12) consecutive months ending on December 31 of the applicable year, or, if such actual Consolidated EBITDA is not achieved for such period, such later twelve (12) consecutive month period prior to September 30 of the immediately succeeding year for which financial statements have been ​
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EBITDA Condition or “Required FILO Lenders” or (ii) change the definition of “Pro Rata Share” in manner adverse to the FILO Lenders;
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EBITDA Condition shall have the meaning given to such term in Section 2.4(e) hereof.
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Examples of EBITDA Condition in a sentence

  • If the Tenant subsequently fails to meet the EBITDA Condition at any time during the Term, then Tenant shall be required to promptly deliver to Landlord an amount sufficient to increase the Security Deposit held by Landlord back to the sum of Two Million Seven Hundred Fifty-Six Thousand Two Hundred Fifty Dollars ($2,756,250.00).

  • Following the reduction of the Security Deposit to the Reduced Security Deposit, upon Landlord’s request, Tenant shall promptly deliver to Landlord such documentation as may be reasonably required by Landlord to assess whether the EBITDA Condition remains satisfied.

  • At or below target performance, no RSUs will be earned, although the Award Recipient will still be entitled to any shares of Restricted Stock earned under Section 1.2. Notwithstanding anything in this Agreement to the contrary, if the EBITDA Condition is not met, all RSUs will be forfeited regardless of the Company’s Relative TSR.

  • During the Employment Period, Employer will pay Executive a base salary of $200,000 per annum or such other higher rate as the Board may determine from time to time (the “Annual Base Salary”), which salary shall be payable by Employer in regular installments in accordance with Employer’s general payroll practices (in effect from time to time); provided that commencing on the Initial EBITDA Condition Date (as hereinafter defined), the Annual Base Salary shall be increased to $350,000 per annum.

  • For purposes of this Agreement, the “Earn-Out Payments” shall consist of the EBITDA Condition Payment (if any) plus the Blacksky Condition Payment (if any) plus the Orders Condition Payment (if any); provided that the aggregate amount of any and all Earn-Out Payments made pursuant to this Agreement shall not exceed [***].

  • Provided that (a) no default by Tenant under this Lease has occurred and is continuing and (b) Tenant has achieved an EBITDA (as defined below) for the immediately preceding six (6) month period that is equal to two times the then-current Base Rent for such time period (the "EBITDA Condition"), the Security Deposit shall be reduced to Three Hundred Twenty-Five Thousand Dollars ($325,000.00) (the "Reduced Security Deposit").

  • Notwithstanding the foregoing or anything in this Agreement to the contrary, and without prejudice to any other right or remedy Buyer has or may have, Buyer may Offset any amount to which it may be entitled under Article VIII from any Earn-Out Payments (including, without limitation, from any EBITDA Condition Payment not already paid in part and withheld in part at the Closing) payable either at the time of such Indemnification Claim or at any time thereafter.

  • Tenant may submit the Additional Funding Notice only at such time as (a) no default by Tenant under this Lease has occurred and is continuing and (b) Tenant has achieved an EBITDA for the immediately preceding six (6) month period that is equal to two times the sum of the then-current Base Rent and the Additional Base Rent (as defined below) (the "Pro Forma EBITDA Condition").

  • Xxxxxx, Xx., Xxxxxxx Xxxxxxxx, Xxxxxxx Xxxxxxx, Xxxxxx Xxxxxx and Continental Stock Transfer and Trust Company shall be retained in the escrow account established thereunder to be released upon the occurrence of the EBITDA Condition in accordance with the Amended and Restated Stock Escrow Agreement attached hereto as Exhibit E.

  • Accordingly, if both the EBITDA Condition and the Committee Vesting Condition are not satisfied on any given Vesting Date in a particular year (each, a "Nonvesting Year"), the Options Subject to Vesting for such Vesting Date will not vest (the "Unvested Options").


More Definitions of EBITDA Condition

EBITDA Condition means that the actual Consolidated EBITDA for the twelve (12) consecutive months ending on December 31 of the applicable year, or, if such actual Consolidated EBITDA is not achieved for such period, such later twelve (12) consecutive month period prior to September 30 of the immediately succeeding year for which financial statements have been delivered pursuant to this Agreement, shall be not less than (x) with respect to the FILO Seasonal ​ Reserve for the fiscal year ending on January 30, 2021, the amount set forth as the section entitled “EBITDA Amount” in the calculations delivered to the Administrative Agent and the FILO Agent prior to the Eighth Amendment Effective Date (the “EBITDA Threshold Calculations”) for the applicable Test Date (as defined in the EBITDA Threshold Calculations) and (y) with respect to the FILO Seasonal Reserve for the fiscal year ending on January 29, 2022, the amount set forth as the EBITDA Amount in the EBITDA Threshold Calculations for the applicable Test Date. Notwithstanding the definition of “Consolidated EBITDA” as set forth herein or anything else herein to the contrary, for purposes of determining compliance with the EBITDA Condition, addbacks made in cash to Consolidated EBITDA shall not exceed those set forth in the EBITDA Threshold Calculations.
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EBITDA Condition shall have the meaning ascribed to it in Clause 33.1.1(f);
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EBITDA Condition shall have the meaning set forth in Section 3.1(a)(iii)(2).
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Related to EBITDA Condition

  • Extension Minimum Condition means a condition to consummating any Extension that a minimum amount (to be determined and specified in the relevant Extension Request, in the Borrower’s sole discretion) of any or all applicable Classes be submitted for Extension.

  • Performance Condition means any performance condition imposed under rule 4.1 (Performance Conditions);

  • Equity Conditions Measuring Period means each day during the period beginning twenty (20) Trading Days prior to the applicable date of determination and ending on and including the applicable date of determination.

  • Performance Milestone means an act or event specified in section 5.1 and described in section 9 of the EPLA.

  • EBITDA Target means the Company's projected earnings before interest, taxes, one-time transition expenses, non-cash compensation expense charges, depreciation and amortization, as contained in the Company's budget for the Applicable Period and which is approved by the Board (without reference to any adjustments or revision, upwards or downwards, to such projected earnings which are subsequently approved by the Board as part of any subsequent revision to such budget), and (ii) the term "Financial Results" shall mean the Company's EBITDA calculated by reference to the Company's financial statements for the Applicable Period as filed with the Securities and Exchange Commission (the "SEC").

  • 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.”

  • 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.

  • EBITDA Coverage Ratio defined as EBITDA divided by the aggregate of total interest expense plus the prior period current maturity of long-term debt and the prior period current maturity of subordinated debt.

  • Performance Conditions means specific levels of performance of the Company (and/or one or more members of the Company Group, divisions or operational and/or business units, product lines, brands, business segments, administrative departments, or any combination of the foregoing), which may be determined in accordance with GAAP or on a non-GAAP basis, including, without limitation, the following measures: (i) net earnings, net income (before or after taxes), or consolidated net income; (ii) basic or diluted earnings per share (before or after taxes); (iii) net revenue or net revenue growth; (iv) gross revenue or gross revenue growth, gross profit or gross profit growth; (v) net operating profit (before or after taxes); (vi) return measures (including, but not limited to, return on investment, assets, capital, employed capital, invested capital, equity, or sales); (vii) cash flow measures (including, but not limited to, operating cash flow, free cash flow, or cash flow return on capital), which may be but are not required to be measured on a per share basis; (viii) actual or adjusted earnings before or after interest, taxes, depreciation, and/or amortization (including EBIT and EBITDA); (ix) gross or net operating margins; (x) productivity ratios; (xi) share price (including, but not limited to, growth measures and total stockholder return); (xii) expense targets or cost reduction goals, general and administrative expense savings; (xiii) operating efficiency; (xiv) objective measures of customer/client satisfaction; (xv) working capital targets; (xvi) measures of economic value added or other ‘value creation’ metrics; (xvii) enterprise value; (xviii) sales; (xix) stockholder return; (xx) customer/client retention; (xxi) competitive market metrics; (xxii) employee retention; (xxiii) objective measures of personal targets, goals, or completion of projects (including, but not limited to, succession and hiring projects, completion of specific acquisitions, dispositions, reorganizations, or other corporate transactions or capital-raising transactions, expansions of specific business operations, and meeting divisional or project budgets); (xxiv) comparisons of continuing operations to other operations; (xxv) market share; (xxvi) cost of capital, debt leverage, year-end cash position or book value; (xxvii) strategic objectives; (xxviii) gross or net authorizations; (xxix) backlog; or (xxx) any combination of the foregoing. Any one or more of the aforementioned performance criteria may be stated as a percentage of another performance criteria, or used on an absolute or relative basis to measure the performance of one or more members of the Company Group as a whole or any divisions or operational and/or business units, product lines, brands, business segments, or administrative departments of the Company and/or one or more members of the Company Group or any combination thereof, as the Committee may deem appropriate, or any of the above performance criteria may be compared to the performance of a selected group of comparison companies, or a published or special index that the Committee, in its sole discretion, deems appropriate, or as compared to various stock market indices.

  • Minimum Condition has the meaning set forth in Annex I.

  • Performance Measurement Period has the meaning set forth in Section 3.1(e)(ii).

  • Additional Accelerated Purchase Minimum Price Threshold means, with respect to an Additional Accelerated Purchase made pursuant to Section 2(c) hereof, any minimum per share price threshold set forth in the applicable Additional Accelerated Purchase Notice.

  • Maximum Annual Debt Service Requirement means, at any given time of determination, the greatest amount of principal, interest and Amortization Installments coming due in any current or future Bond Year with regard to the Series of Bonds for which such calculation is made; provided, the amount of interest coming due in any Bond Year shall be reduced to the extent moneys derived from the proceeds of Bonds are used to pay interest in such Bond Year.

  • Normal Operating Conditions means those Service conditions which are within the control of Grantee. Those conditions which are not within the control of Grantee include, but are not limited to, natural disasters, civil disturbances, power outages, telephone network outages, and severe or unusual weather conditions. Those conditions which are ordinarily within the control of Grantee include, but are not limited to, special promotions, pay-per-view events, rate increases, regular peak or seasonal demand periods, and maintenance or upgrade of the Cable System.

  • Termination Conditions means, collectively, (a) the payment in full in cash of the Obligations (other than (i) contingent indemnification obligations not then due and (ii) Obligations under Secured Hedge Agreements and Secured Cash Management Agreements) and (b) the termination of the Commitments and the termination or expiration of all Letters of Credit under this Agreement (unless the Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized on terms reasonably acceptable to the applicable Issuing Bank, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank).

  • Minimum Extension Condition has the meaning specified in Section 2.15(b).

  • Payment Condition shall be deemed to be satisfied in connection with a Restricted Payment, Restricted Debt Payment, investment or Permitted Acquisition if:

  • Step Down Conditions As of any Distribution Date on which any decrease in any Senior Prepayment Percentage may apply, (i) the outstanding Principal Balance of all Mortgage Loans 60 days or more Delinquent (including Mortgage Loans in REO and foreclosure), averaged over the preceding six month period, as a percentage of the aggregate of the Class Certificate Principal Balances of the Classes of Subordinate Certificates on such Distribution Date, does not equal or exceed 50% and (ii) cumulative Realized Losses with respect to all of the Mortgage Loans do not exceed: · for any Distribution Date on or after the seventh anniversary until the eighth anniversary of the first Distribution Date, 30% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date, · for any Distribution Date on or after the eighth anniversary until the ninth anniversary of the first Distribution Date, 35% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date, · for any Distribution Date on or after the ninth anniversary until the tenth anniversary of the first Distribution Date, 40% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date, · for any Distribution Date on or after the tenth anniversary until the eleventh anniversary of the first Distribution Date, 45% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date, and · for any Distribution Date on or after the eleventh anniversary of the first Distribution Date, 50% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date.

  • Extension Conditions Defined in Section 3.06(a).

  • performance requirement means a requirement that:

  • Accelerated Purchase Minimum Price Threshold means, with respect to any Accelerated Purchase made pursuant to Section 2(b) hereof, any minimum per share price threshold set forth in the applicable Accelerated Purchase Notice.

  • Initial compliance period means the three-year compliance period that begins January 1, 1993, except for the MCLs for dichloromethane, 1,2,4-trichlorobenzene, 1,1,2-trichloroethane, benzo(a)pyrene, dalapon, di(2-ethylhexyl)adipate, di(2-ethyl- hexyl)phthalate, dinoseb, diquat, endothall, endrin, glyphosate, hexachlorobenzene, hexachlorocyclopentadiene, oxamyl, picloram, simazine, 2,3,7,8-TCDD, antimony, beryllium, cyanide, nickel, and thallium, as they apply to a supplier whose system has fewer than 150 service connections, for which it means the three-year compliance period that began on January 1, 1996.

  • Target EBITDA means, for each fiscal year, the EBITDA set forth in the operating budget of the Company, as approved by the Board, for the particular year.

  • Cumulative EBITDA means, as of any date of determination, EBITDA of the Company from the Existing Notes Issue Date to the end of the Company’s most recently ended full fiscal quarter prior to such date, taken as a single accounting period.

  • Pre commencement condition means a condition imposed on the grant of permission which must be complied with: before any building/ other operation/ or use of the land comprised in the development is begun.

  • Minimum Tender Condition shall have the meaning provided in Section 2.15(b).