Organic EBITDA definition

Organic EBITDA means EBITDA of the Company’s operations as in existence as of the Closing (and as such operations may be upgraded or expanded from time-to-time)(the “Company’s Current Operations”), but excluding the impact of any acquired additions to EBITDA as a result of business acquisitions (“Acquisitions”) that occur after the Closing (whether structured as asset acquisitions, stock acquisitions, mergers, or otherwise) except to the extent such Acquisitions utilize the Company’s Current Operations and such utilization adversely impacts the Company’s ability to generate Organic EBITDA. By way of hypothetical example, if Kinetic utilizes production time on its equipment in connection with filling an order for a customer acquired as part of an Acquisition and that production time could have been utilized by Kinetic to fill an 1 For the avoidance of doubt, this limitation related to compensation and benefit costs applicable to the CEO and/or the President of the Company applies only with respect to the computation of Company EBITDA (for purposes of computing any Earn-Out Payments) and is not intended to limit actual compensation or benefits paid or provided to the CEO or the President. order that would have generated $10,000.00 of Organic EBITDA, then Organic EBITDA for the applicable Earn-Out period shall be increased by $10,000.00 to account for the lost Organic EBITDA. Also, for avoidance of doubt, if after Closing the Company acquires another entity (“TargetCo”), which has at the time of the closing of that transaction, $3.0 Million of EBITDA, then going forward, on a consolidated basis, the $3.0 Million of acquired EBITDA will be removed from the calculation of Organic EBITDA for the purposes of the Earn-Outs so that only incremental EBITDA as a result of the Acquisition will be included in the calculation of Organic EBITDA. For example, one year after the acquisition of TargetCo, if TargetCo EBITDA is calculated as $3.5 Million, then only the incremental $500,000.00 will count towards the computation of Organic EBITDA.

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Organic EBITDA means Adjusted EBITDA for the STIP year.

Organic EBITDA has the meaning set forth in Annex A hereto.

Examples of Organic EBITDA in a sentence

• Within fifteen (15) days of the date Buyer receives the audited financial statements of Buyer that include the operations of the Company for a period described in Section 2, above, Buyer shall deliver to Seller a statement setting forth in reasonable detail a calculation of the Company’s Organic EBITDA, together with reasonable supporting documentation therefor, for the applicable periods set forth in Section 2 (the “Statement”).

• The Forfeiture Restrictions on the Restricted Shares shall lapse on [May 1, 2009] if the Company’s Organic EBITDA (as defined below) equals or exceeds $38,330,000 for the twelve months ending December 31, 2008.

• A dollar-for-dollar payment in an amount equal to the amount that the Company’s Organic EBITDA for the period beginning on October 1, 2023 and ending September 30, 2024 exceeds Four Million Three Hundred Thousand Dollars ($4,300,000), subject to a maximum cumulative payment amount pursuant to this Section 2(b) of this Annex A of One Million Dollars ($1,000,000).

More Definitions of Organic EBITDA

Organic EBITDA means EBITDA derived from all sources of revenue generated by Buyer or the operation of the Business or the Purchased Assets that is not deemed Acquired EBITDA, including Merchants produced organically by Buyer (or any of its Affiliates or permitted successors in connection with the Business) and boarded into the Portfolio in the Ordinary Course (as opposed to the acquisition of portfolios of Merchants from third party sellers and portfolio-based loans provided to third party borrowers), in each case, for the applicable Measurement Period and calculated in accordance with the EBITDA Methodology.