First Year EBITDA definition

First Year EBITDA means the EBITDA in respect of the First Period;
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First Year EBITDA shall have the meaning set out in Section 5.1.1 of this Agreement.
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First Year EBITDA shall have the meaning set forth in Section 3.01(a).
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Examples of First Year EBITDA in a sentence

  • If the First Year EBITDA is less than $8,500,000, then the Seller shall pay, or cause to be paid, to Buyer aggregate consideration equal to the product of (i) the excess of $8,500,000 over the First Year EBITDA multiplied by (ii) four (the "Shortfall Earnout Amount").

  • The Purchase Price will be reduced or increased by four times the amount by which the First Year EBITDA (as defined below) is less than or is greater than $3,500,000 (the “EBITDA Price Adjustment”).

  • For purposes of this Section 1.2.4, “Second Year Base EBITDA” shall mean the aggregate sum of (i) an amount equal to the greater of $162,500 or 25% of the First Year EBITDA and (ii) an amount equal to 25% of the amount by which the EBITDA of AAI, AHA, ACNI and AHI, on a consolidated basis and for the Second Year, exceeds the First Year EBITDA .

  • Notwithstanding anything in this Section 4.4(b) to the contrary, for the calendar years ended December 31, 1999 and 2000, Seller shall not be obligated to pay the portion of any price concession that relates to the period commencing on the Closing Date and ending on the first anniversary of the Closing Date if the First Year EBITDA is less than 8,500,000.

  • Prior to May 15, 2009, the Buyer will deliver a written notice of the EBITDA Price Adjustment to the Seller, which notice shall contain all details and supporting data necessary to the Buyer’s determination of the First Year EBITDA and the EBITDA Price Adjustment.


More Definitions of First Year EBITDA

First Year EBITDA means the EBITDA of the Company for the period beginning on 1st September 2006 and ending on the First Anniversary.
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First Year EBITDA means the EBITDA of the Business during the period beginning on December 30, 2007 and ending on December 27, 2008 (the “Determination Period”). The term “EBITDA” means the earnings of the Business (as such earnings are determined in accordance with GAAP on a basis consistent with Seller’s past practice) for the Determination Period plus (in each case only to the extent deducted in determining the earnings of the Business for the Determination Period) the sum of (i) the interest, tax, depreciation, and amortization expense for such period, (ii) any capital lease expense for capital assets acquired by the Business on or subsequent to the Closing Date, (iii) any non-cash expenses, extraordinary expenses, asset write-offs, or impairment expense incurred, accrued, or recognized with respect to the Determination Period (but only to the extent any such items are not incurred in the ordinary course of the Business on a basis consistent with Seller’s past practice), and (iv) any fee, charge, or expense payable by the Business to any other business unit of Buyer or Affiliate of Buyer other than (A) the overhead allocation permitted by the first sentence of Section 2.2(d)(ii) below and (B) fees, charges, or expenses for services incurred in the ordinary course of the Business on a basis consistent with Seller’s past practice for a price that is no less favorable to the Business than the price for which such services could be obtained from a vendor that is a non-Affiliate of Buyer.
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First Year EBITDA the EBITDA of the Business for the twelve-month period ending on the first anniversary of the Closing Date.
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Related to First Year EBITDA

  • 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.

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

  • 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.

  • 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.”

  • First Year means the intake group of Students for the most junior class or year in a school.

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

  • 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.

  • 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).

  • 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").

  • EBITDA Margin means the ratio between (a) EBITDA and (b) total toll and other concession revenues.

  • EBIT means earnings before interest and taxes.

  • 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.

  • Adjusted Consolidated EBITDA means, for any Computation Period, Consolidated EBITDA for such Computation Period adjusted by giving effect on a pro forma basis to Acquisitions and dispositions completed during such Computation Period.

  • Adjusted EBIT means, for any accounting period, net income (or net loss) of NAI and its Subsidiaries (determined on a consolidated basis), plus the amounts (if any) which, in the determination of net income (or net loss) for such period, have been deducted for (a) interest expense, (b) income tax expense (c) rent expense under leases of property, and (d) Permitted Non-Cash Charges.

  • Budget year means the financial year of the municipality for which an annual budget is to be approved in terms of section 16(1) of the MFMA;

  • Adjusted EPS means earnings per share further adjusted for share-based payments, amortization of acquired intangible assets, items outside the normal scope of our ordinary activities (including other items, within selling, general and administrative expenses, losses/(gains) on items held at fair value and remeasurements through profit and loss, impairment losses on tangible assets, and impairment losses on intangible assets) and the related tax effects of these adjustments. Adjusted EPS provides a basis for comparison of our business operations between current, past and future periods by excluding items that we do not believe are indicative of our core operating performance. Adjusted EPS may not be comparable to other similarly titled metrics of other companies.

  • Base Year Value means the assessed value of eligible property January 1 preceding the execution of the agreement plus the agreed upon value of eligible property improvements made after January 1 but before the execution of the agreement.

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

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

  • Earnings Per Share means as to any Fiscal Year, the Company’s or a business unit’s Net Income, divided by a weighted average number of common shares outstanding and dilutive common equivalent shares deemed outstanding, determined in accordance with generally accepted accounting principles.

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

  • Payout Period means the time frame during which certain benefits payable hereunder shall be distributed. Payments shall be made in monthly installments commencing on the first day of the month following the occurrence of the event which triggers distribution and continuing for a period of one hundred eighty (180) months. Should the Executive make a Timely Election to receive a lump sum benefit payment, the Executive's Payout Period shall be deemed to be one (1) month.

  • Revenue Growth means the percentage change in revenue (as defined in Statement of Financial Accounting Concepts No. 6, published by the Financial Accounting Standards Board) from one period to another.

  • Adjusted Revenue means revenue less Digital Platform Fulfilment Revenue.

  • 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: