EBITDA Notice definition

EBITDA Notice has the meaning set forth in Section 2.04.
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EBITDA Notice shall have the meaning set forth in Section 2.4.1.
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EBITDA Notice shall have the meaning as set forth in Section 2.13(a) hereof.
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Examples of EBITDA Notice in a sentence

  • If Proppants fails to object to the calculation of Partnership Adjusted EBITDA with respect to an Earnout Period as set forth in the Partnership Adjusted EBITDA Notice within such 30 days period, then Proppants shall be deemed to have agreed with and accepted the Partnership’s calculation of Partnership Adjusted EBITDA with respect to such Earnout Period for all purposes of this Agreement.

  • On April 27, 2017, Sovereign delivered the 2016 EBITDA Notice, including the Consolidated Adjusted EBITDA calculations for 2016 and supporting analysis, to Fosun.

  • If Seller agrees with the calculation of Average EBITDA Growth set out in the EBITDA Notice, then such calculation shall be considered final.

  • If Seller fails to timely notify Buyer of its disagreement with the calculation of Average EBITDA Growth set out in the EBITDA Notice, then such calculation of Average EBITDA Growth shall be considered final.

  • Pursuant to the terms of the SPA and the outlined procedure in Article 8.5(b), Fosun was required to deliver to Counter-Claimants and its auditor a timely and appropriate Objection Statement setting forth its disputes or objections to Sovereign’s EBITDA Notice and, to the extent practical, Fosun’s proposed resolution of each such EBITDA Dispute.

  • Unless the Contributing Stockholders deliver a written notice to SESI on or before the 30th day after the Contributing Stockholders' receipt of the EBITDA Notice specifying in reasonable detail, all disputed items and the basis therefor, the Contributing Stockholders shall be deemed to have accepted and agreed to the EBITDA Notice.

  • On November 7, 2017, Sovereign sent Fosun a second 2016 EBITDA Notice with calculations after review by Sovereign’s outside auditors.

  • Article 8.5(b) confirms that Fosun may object to the EBITDA Notice or the calculation itself.

  • Fosun did not deliver a timely and appropriate Objection Statement to the 2017 EBITDA Notice or the Consolidated Adjusted EBITDA calculation during the 30-day EBITDA Notice Dispute Period.

  • Fosun failed to deliver a timely andappropriate Objection Statement within the 30-day EBITDA Notice Period to either the 2016 EBITDA Notice or the 2016 Consolidated Adjusted EBITDA calculation.


More Definitions of EBITDA Notice

EBITDA Notice shall have the meaning ascribed to it in Section 6.19(d) hereof.
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EBITDA Notice. 3.5(d)(i) "EBITDA Notice of Disagreement" 3.5(d)(ii) "Employees" 3.2(a) "Employee Benefit Plans" 6.24 "Employment Agreement" 3.2(a) "Estimated Closing Financial Statements" 3.3(a) "Financial Statements" 6.9 "Financial Statement Notice of Disagreement" 3.3(b) "First Contingent Amount" 3.5(b) "Holdback Amount" 3.1 "Initiating Party" 14.9(b) "Leased Real Property" 6.15(b) "Leased Real Property Permitted Liens" 6.15(b) "Minimum Book Value" 3.2 "Notes" 11.6 "Offsets" 12.6 "Owned Real Property" 6.15(a) "Owned Real Property Permitted Liens" 6.15(a) "Participants" 3.5(b) "Permitted Dividends" 11.6 "Permitted Liens" 6.15(b) "Purchase Price" 3.1 "Purchaser" Recitals "Purchaser Indemnitees" 12.5 "Real Property" 6.15(b) "Real Property Leases" 6.15(b) "Register" 3.5(h)
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EBITDA Notice that Flux has achieved Positive EBITDA. The EBITDA Notice will include a copy of the Positive EBITDA Financial Statements, a statement of Flux' Gross Operating Margin and Flux' calculation of the Positive EBITDA for the Applicable Quarters. Within thirty (30) days of delivery of the EBITDA Notice, Flux will issue to HITN a number of additional shares of Class A Common Stock (rounded to the nearest whole share) (the "Contingent Consideration") equal to a fraction in which:
Sample 1

Related to EBITDA Notice

  • 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").

  • 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.

  • Material Project EBITDA Adjustments means, with respect to each Material Project:

  • 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.”

  • Baseline Period means the 12-month period immediately preceding October 30, 2016.

  • Pro Forma Adjusted EBITDA shall have the meaning assigned to such term in Section 3.05(a).

  • Adjusted EBITDA means, for the twelve (12) month period preceding the calculation date, for any Person, the sum of (a) Net Income, plus (b) to the extent deducted in determining Net Income, the sum, without duplication, of such Person’s (i) Interest Expense, (ii) income tax expense, including, without limitation, taxes paid or accrued based on income, profits or capital, including state, franchise and similar taxes and foreign withholding taxes, (iii) depreciation and amortization (including, without limitation, amortization of goodwill and other intangible assets), (iv) extraordinary losses and non-recurring non-cash charges and expenses, (v) all other non-cash charges, expenses and interest (including, without limitation, any non-cash losses in respect of Hedge Agreements, non-cash impairment charges, non-cash valuation charges for stock option grants or vesting of restricted stock awards or any other non-cash compensation charges, and losses from the early extinguishment of Indebtedness), (vi) non-recurring integration costs and expenses resulting from operational changes and improvements (including, without limitation, severance costs and business optimization expenses) and (vii) non-recurring charges and expenses, restructuring charges, transaction expenses (including, without limitation, transaction expenses incurred in connection with any merger or acquisition) and underwriters’ fees, and severance and retention payments in connection with any merger or acquisition, in each case for such period, less extraordinary gains and cash payments (not otherwise deducted in determining Net Income) made during such period with respect to non-cash charges that were added back in a prior period; provided, however, (A) with respect to any Person that became a Subsidiary of the Borrower, or was merged with or consolidated into the Borrower or any of its Subsidiaries, during such period, or any acquisition by the Borrower or any of its Subsidiaries of the assets of any Person during such period, “Adjusted EBITDA” shall, at the option of the Borrower in respect of any or all of the foregoing, also include the Adjusted EBITDA of such Person or attributable to such assets, as applicable, during such period as if such acquisition, merger or consolidation, including any concurrent transaction entered into by such Person or with respect to such assets as part of such acquisition, merger or consolidation, had occurred on the first day of such period and (B) with respect to any Person that has ceased to be a Subsidiary of the Borrower during such period, or any material assets of the Borrower or any of its Subsidiaries sold or otherwise disposed of by the Borrower or any of its Subsidiaries during such period, “Adjusted EBITDA” shall exclude the Adjusted EBITDA of such Person or attributable to such assets, as applicable, during such period as if such sale or disposition of such Subsidiary or such assets had occurred on the first day of such period.

  • Earn-Out Period has the meaning set forth in Section 2.6.1.

  • 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.

  • Earnout Period has the meaning set forth in Section 3.6(a).

  • Fiscal Quarters means the period from January 1 to March 31, April 1 to June 30, July 1 to September 30 and October 1 to December 31 of the applicable year.

  • Annualized EBITDA means, for the four consecutive quarters ending on each Reporting Date, the Operating Partnership’s Pro Rata Share (as defined below) of earnings before interest, taxes, depreciation and amortization (“EBITDA”), with other adjustments as are necessary to exclude the effect of all realized or unrealized gains and losses related to hedging obligations, items classified as extraordinary items and impairment charges in accordance with generally accepted accounting principles, adjusted to reflect the assumption that (i) any EBITDA related to any assets acquired or placed in service since the first day of such four-quarter period had been earned, on an annualized basis, from the beginning of such period, and (ii) any assets disposed of during such four-quarter period had been disposed of as of the first day of such period and no EBITDA related to such assets had been earned during such period.

  • 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.

  • Fiscal Quarter means a fiscal quarter of any Fiscal Year.

  • EBITDA means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period

  • Consolidated Adjusted EBITDA means, for any period, an amount determined for Borrower and its Subsidiaries on a consolidated basis equal to Consolidated Net Income for such period, plus, (i) to the extent deducted in determining Consolidated Net Income for such period, the sum, without duplication of amounts for:

  • Pro Forma Compliance Certificate means a certificate of a Responsible Officer of the Borrower containing reasonably detailed calculations of the financial covenants set forth in Section 7.11 recomputed as of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 6.01(a) or (b) after giving effect to the applicable transaction on a Pro Forma Basis.

  • Estimated Incremental Quarterly Tax Amount has the meaning assigned to such term in Section 6.9.

  • Adjusted EBITDA Margin means Adjusted EBITDA divided by operating revenue;

  • Run-Out Period means a period after the close of a Plan Year or other period during which Participants in a flexible spending arrangement (FSA) may request reimbursement for expenses incurred during the Period of Coverage.

  • Annualized Consolidated EBITDA means, for any quarter, the product of Consolidated EBITDA for such period of time multiplied by four (4).

  • Extension Determination Date means, in respect of a Series of Covered Bonds, the date falling two Business Days after the expiry of seven days from (and including) the Final Maturity Date of such Covered Bonds.

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

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