Historical EBITDA means, solely with respect to the calculation of EBITDA for any Underlying Borrower for any purpose hereunder, with respect to any Acquired Start-Up acquired by such Underlying Borrower, the EBITDA of such Person, determined for the period during which such Person continues to satisfy the requirements for an Acquired Start-Up pursuant to the definition thereof, excluding in each case the amount of any pro forma adjustments.
Historical EBITDA of any Acquisition Candidate means normalized (i.e., after adjustments for non-recurring and similar items) earnings before interest, taxes, depreciation and amortization ("EBITDA") for the twelve month period ending on the Measurement Date of such Proposed Acquisition, it being understood that the Surviving Corporation (or BRS in the case of any Proposed Acquisition consummated prior to Closing) and the Seller Representative shall use their respective best efforts to agree upon the Historical EBITDA of an Acquisition Candidate prior to the date of consummation of such Proposed Acquisition; provided that the parties agree that Historical EBITDA of HSI shall equal $3,271,000; and
Examples of Historical EBITDA in a sentence
Historical EBITDA is defined as net earnings (loss) before interest expense, income taxes, depreciation and amortization on a historical basis.
From September 30, 2021 until March 31, 2022, the Company may at its election use Consolidated Adjusted EBITDA (as defined in the Third Amended Credit Agreement) from the first two quarters of 2019 and fourth quarter of 2019 (the "Historical EBITDA") (instead of actual Consolidated Adjusted EBITDA from the fourth quarter of 2020 and the first two quarters of 2021) to calculate compliance with the Financial Covenants under the Third Amended Credit Agreement.
One-time professional fees may be required for the set-up of family trusts, HUFs, entity restructuring or insurance claims and since such expenses are non-recurring in nature are to be considered to be added back or subtracted, as the case may be, to the Historical EBITDA.
Once the buyout transaction goes through, the buyer’s existing support infrastructure including the accounting department, engineering staff, legal staff, Human Resource department or other professional departments would continue and such professional third-party expenses for similar services would no longer be required to be incurred, therefore, such expenses are to be added back to the Historical EBITDA.
So long as the Company elects to use Historical EBITDA to calculate compliance with the Financial Covenants, the minimum liquidity covenant and the Suspension Period pricing terms will remain in effect.
More Definitions of Historical EBITDA
Historical EBITDA means as of the date of determination the sum of all earnings before interest, taxes, depreciation and amortization of the Company on a consolidated basis during the immediately preceding four consecutive fiscal quarters, as set forth in the books and financial records of the Company; provided, that for purposes of Sections 8.5 only, to the extent any Person has become a Subsidiary of the Company (a "New Subsidiary") at any time during such four consecutive fiscal quarters, each such New Subsidiary shall be included on a pro forma basis as a member of the Group for the entire four consecutive fiscal quarters for purposes of determining Historical EBITDA, and historical EBITDA shall exclude amortization of all intangible assets and additional consideration paid in connection with the acquisition of Prodac GmbH ("Prodac"); and further provided, that for purposes of Section 8.6 only, to the extent that Prodac has become a Subsidiary of the Company prior to April 1, 1997, Prodac shall be included on a pro forma basis as a member of the Group for the entire four consecutive fiscal quarters for purposes of determining Historical EBITDA, and Historical EBITDA shall exclude amortization of all intangible assets and additional consideration paid in connection with the acquisition of Prodac. If the Company fails to obtain new equity financing in excess of $40,000,000 ---------------------------------------------------------------------------- through a public offering or other means prior to March 31, 1997: ----------------------------------------------------------------- . On April 1, 1997, the Company will grant the Noteholders warrants to purchase up to 1,000,000 additional shares of Common Stock of the Company at an exercise price of $7.00 per share (the "New Warrants") on substantially the same terms set forth in the Warrants issued in connection with Note Agreement on August 15, 1995, as amended May 15, 1996. This Summary of Terms is binding upon the parties to the Note Agreement and the Warrants and will operate as an amendment thereto. The parties hereby agree to undertake their best efforts to enter into a Second Amendment Agreement on the terms hereof as soon as possible, which Second Amendment Agreement will supersede this Summary of Terms. The foregoing is hereby accepted as of the date first written above: MAGINET CORPORATION By: /s/ Authorized Signature ------------------------------------------- Name: Title: NEW YORK LIFE INSURANCE COMPANY By: /s/ Aut...
Historical EBITDA means, for any period before the Effective Date, the following attributable to the business activity associated with the assets acquired in the Target Acquisition: net income before tax for such period plus interest expense (net of capitalized interest expense), depreciation expense and amortization expense for such period.
Historical EBITDA means for any period ending prior to the Closing ----------------- Date the sum of:
Historical EBITDA means the amount set forth in the table below for the applicable fiscal quarter set forth in the table below: FISCAL QUARTER ENDED HISTORICAL EBITDA ----------------------------------------------------------------------------- December 31, 2003 $48,550,000 plus EBITDA for fiscal quarter ended 9-30-03 ----------------------------------------------------------------------------- March 31, 2004 $33,750,000 plus EBITDA for fiscal quarter ended 9-30-03 ----------------------------------------------------------------------------- June 30, 0000 XXXXXX for fiscal quarter ended 9-30-03 -----------------------------------------------------------------------------
Historical EBITDA means the EBITDA for the twelve (12) calendar month period immediately proceeding the month during which the Triggering Date occurred. Notwithstanding the foregoing, the General Partner or the Partnership may prepay the Purchase Price without any penalty.
Historical EBITDA means the sum of (i) EBITDA of the Borrower (without giving effect to the Acquisition) equal to the sum of (x) the Borrower’s actual historical EBITDA for the 13 fiscal periods ending immediately prior to the Second Amendment Date, plus (y) a one-time add-back to such EBITDA in an amount not to exceed $2,800,000 in the aggregate for transaction expenses incurred by the Borrower in connection with the Acquisition; plus (ii) EBITDA of the Target equal to the sum of (x) $-596,273 (of which a maximum of $2,042,000 is approved adjustments of the Target’s 2013 actual EBITDA), representing the Target’s actual historical adjusted EBITDA for the twelve months ending June 30, 2014 (with such historical EBITDA amortizing on a period-by-period basis over the initial 13 fiscal periods following the Second Amendment Date), plus (y) a one-time adjustment in connection with synergies resulting from the Acquisition in an amount equal to $7,787,311 (with such one-time adjustment to EBITDA in connection with synergies amortizing over the first four quarters following the Acquisition as follows: (i) for the first fiscal quarter following the Second Amendment Date, the $7,787,311 adjustment will not amortize, (ii) for the second fiscal quarter following the Second Amendment Date, the $7,787,311 adjustment will amortize by an amount equal to $975,000, for an EBITDA synergies adjustment equal to $6,812,311 for such quarter, (iii) for the third fiscal quarter following the Second Amendment Date, the $6,812,311 adjustment will amortize by an amount equal to $2,612,308, for an EBITDA synergies adjustment equal to $4,200,003 for such quarter and (iv) for the fourth fiscal quarter following the Second Amendment Date, the $4,200,003 adjustment will fully amortize by an amount equal to $4,200,003, with no EBITDA synergies adjustment for such quarter), plus (iii) the Additional Approved EBITDA Addbacks. “Historical EBITDA” shall be utilized for the EBITDA calculations as of the Second Amendment Date and for the applicable periods following the Second Amendment Date.
Historical EBITDA shall have the meaning assigned to such term in the definition of "Consolidated EBITDA".