EBITDA Shortfall definition

EBITDA Shortfall has the meaning set forth in Section 2.5(b).

EBITDA Shortfall means that amount which, if included in the calculation of EBITDA for the period with respect to which the Cure Notice has been delivered, would cause the Borrower to be in compliance with the financial covenant set forth in this Section 4.17.1 for such period.

EBITDA Shortfall means the amount, if any, by which the Final EBITDA Amount is more than three million dollars ($3,000,000) less than the EBITDA Baseline.

Examples of EBITDA Shortfall in a sentence

• If the October 2016 EBITDA Certificate includes that the October 2016 TTM EBITDA is less than the amount set forth on Section 4.22 of the Disclosure Schedules, the Base Purchase Price will be reduced by an amount equal (a) the EBITDA Shortfall Amount multiplied by (b) the Applicable Value.

• In the event the EBITDA Shortfall is one hundred thousand dollars ($100,000.00) or more for any period and the Borrower desires to cure any default of the financial covenant contained in this Section 4.17.1 for said period, Borrower shall (i) provide Lender with a written request to cure the EBITDA Shortfall no later than five (5) calendar days prior to the date that the financial statements for such period are required to be delivered pursuant to Section 4.2 (the “ Cure Request”).

• If the Reference 2016 EBITDA exceeds Final 2016 EBITDA (the amount of any such excess, the “ 2016 EBITDA Shortfall ”), then the Base Price shall be decreased at Closing by an amount equal to the product of (A) the 2016 EBITDA Shortfall multiplied by (B) the Reference Multiple.

More Definitions of EBITDA Shortfall

EBITDA Shortfall means, for each full or partial fiscal year prior to the date of determination, the amount by which the cumulative Target EBITDA exceeds the cumulative Business Unit EBITDA.

EBITDA Shortfall shall have the meaning set forth in Section 8.3.

EBITDA Shortfall means the amount by which Holdback Period EBITDA is less than $[CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION].

EBITDA Shortfall means, at any time, the amount, if any, of additional Consolidated EBITDA necessary to cause the Loan Parties to be in compliance with Section 6.1 and/or 6.2, as applicable, for the applicable period. Cure Proceeds shall be included in the calculation of Consolidated EBITDA solely for determining compliance with Section 6.1 or 6.2, as applicable, for the Fiscal Quarter to which the cure applies and for the three (3) subsequent Fiscal Quarters following such cure and shall be disregarded and shall not affect the calculation of Consolidated EBITDA for all other purposes, including the calculation of other covenants (including the size of baskets and the calculation of financial covenants on a Pro Forma Basis to determine whether a specified transaction is permitted hereunder) and the calculation of the Applicable Margin (it being understood that (x) there shall be no pro forma reduction of Consolidated Total Debt with the proceeds of any Cure Proceeds with respect to the period of four Fiscal Quarters ending in which such cure has been made (the “Applicable Cure Fiscal Period”), and (y) with respect to each period of four Fiscal Quarters, other than the Applicable Cure Fiscal Period, the reduction of Consolidated Total Debt resulting from the mandatory prepayment of the proceeds of the Cure Proceeds made to pursuant to Section 2.12(e) shall not be disregarded for the purposes of determining the financial covenants in Article VI). The cure rights described in this Section 8.3: (a) may only be exercised four (4) times during the term of this Agreement; and (b) may not be exercised with respect to consecutive Fiscal Quarters. The Borrower shall provide written notice to the Administrative Agent that the cure rights pursuant to this Section 8.3 will be exercised not later than the date that the Borrower is required to deliver the financial information required by Section 5.1(a) or 5.1(b), as applicable, with respect to the fiscal period to which such financial covenant violation relates.

EBITDA Shortfall. Has the meaning attributed thereto in the definition of “EBITDA Top Up Right” below.

EBITDA Shortfall shall be the amount, if any, by which Closing EBITDA is less than Fifteen Million Eight Hundred Thousand Dollars ($15,800,000); provided, however, in no event shall such amount be in excess of Five Hundred Fifty Thousand Dollars ($550,000).

EBITDA Shortfall is defined in 7.2.18.