Permitted Acquisition EBITDA means, for any period, the sum of (i) net income after taxes of any Person, as determined in accordance with GAAP plus (ii) an amount which, in determination of net income for such period, has been deducted for (a) interest expense, taxes, depreciation and amortization expense, all as determined in accordance with GAAP and (b) to the extent not capitalized, costs and expenses incurred in connection with the applicable Acquisition or accelerated with the applicable Acquisition.
Permitted Acquisition EBITDA means, for any period, the sum of the following determined on a Consolidated basis, without duplication, in accordance with GAAP: (a) EBITDA for the target of a Permitted Acquisition and its Subsidiaries plus (b) all Permitted Acquisition EBITDA Adjustments relating to such Permitted Acquisition.
Permitted Acquisition EBITDA means, for any period prior to a Permitted Acquisition, EBITDA of the Target or Targets acquired in such acquisition for such period, as approved by the Administrative Agent in its reasonable discretion.
More Definitions of Permitted Acquisition EBITDA
Permitted Acquisition EBITDA means, for purposes of determining Consolidated EBITDA for any period prior to a Permitted Acquisition, the sum of (i) EBITDA of the Target or Targets acquired in such Permitted Acquisition for such period, as approved by the Administrative Agent in its reasonable discretion plus (ii) all adjustments to such EBITDA permitted pursuant to Regulation S-X, as determined by the Administrative Agent and, if such adjustments exceed 25% of such EBITDA, the Required Lenders, in each case in its or their reasonable discretion; provided that, with respect to the MATCOM Acquisition, EBITDA for MATCOM International Corp. and its Subsidiaries prior to the consummation of the MATCOM Acquisition shall be deemed the following amounts: (a) for each of the fiscal quarters ending March 31, 2003, June 30, 2003, September 30, 2003 and December 31, 2003, $2,075,250 and (b) for the portion of the fiscal quarter ending March 31, 2004 that is prior to the consummation of the MATCOM Acquisition, $691,750.
Permitted Acquisition EBITDA means, for the twelve-month period ended most recently prior to the date of measurement thereof, with respect to any Person proposed to be acquired pursuant to SECTION 7.06, an amount equal to the net income of such Person for such twelve-month period PLUS (a) the following to the extent deducted in calculating such net income: (i) the sum of (Y) all interest, premium payments, debt discount, fees, charges and related expenses of such Person in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, and (Z) the portion of rent expense of such Person with respect to such period under capital leases that is treated as interest in accordance with GAAP, (ii) the provision for Federal, state, local and foreign income taxes payable by such Person for such period, (iii) depreciation and amortization expense and (iv) other non-recurring expenses of such Person reducing such net income which do not represent a cash item in such period or any future period and MINUS (b) the following to the extent included in calculating such net income: (i) Federal, state, local and foreign income tax credits of such Person for such period and (ii) all non-cash items increasing net income for such period; PROVIDED that the foregoing will be adjusted for contractually obligated reductions in compensation expense to the extent the Company will be able to recognize such adjustment with respect to the Acquisition of such Person after consummation of such Acquisition in accordance with Regulation S-X promulgated under the Securities Act of 1933.
Permitted Acquisition EBITDA means, for purposes of determining Consolidated EBITDA for any period prior to a Permitted Acquisition, the sum of (i) EBITDA of the Target or Targets acquired in such Permitted Acquisition for such period, as approved by the Administrative Agent in its reasonable discretion plus (ii) all adjustments to such EBITDA permitted pursuant to Regulation S-X, as determined by the Administrative Agent and, if such adjustments exceed 25% of such EBITDA, the Required Lenders, in each case in its or their reasonable discretion.
Permitted Acquisition EBITDA means, for purposes of determining Consolidated EBITDA for any period prior to a Permitted Acquisition, the Shenandoah Acquisition or the Bridge Acquisition, the sum of (a) EBITDA of the Target or Targets acquired in such acquisition for such period, as approved by the Administrative Agent in its reasonable discretion plus (b) all adjustments to such EBITDA permitted pursuant to Regulation S-X, as determined by the Administrative Agent and, if such adjustments exceed 25% of such EBITDA, the Required Lenders, in each case in its or their reasonable discretion; provided that (i) EBITDA for MATCOM International Corp and its Subsidiaries for the portion of the fiscal quarter ending March 31, 2004 that was prior to the consummation of the MATCOM Acquisition shall be deemed $691,750 and (ii) with respect to the Shenandoah Acquisition and the Bridge Acquisition, EBITDA for the Target and its Subsidiaries prior to the consummation of such acquisition shall be deemed to be the amount set forth on Schedule 1.1-3 for the fiscal quarters indicated in such Schedule.
Permitted Acquisition EBITDA is amended to read as follows:
Permitted Acquisition EBITDA means, for any period prior to a Permitted Acquisition, EBITDA of the Target or Targets acquired in such acquisition for such period, as approved by the Administrative Agent in its reasonable discretion; provided, however, that with respect to Karta, the EBITDA of Karta prior to the consummation of the Karta Transaction shall be deemed to be the amount set forth in the table below, for the fiscal quarters indicated in such table: Fiscal quarter ended June 30, 2006 $ 1,558,921 Fiscal quarter ended September 30, 2006 $ 655,091 Fiscal quarter ended December 31, 2006 $ 996,781 Fiscal quarter ended March 31, 2007 $ 1,278,840 Fiscal quarter ended June 30, 2007 To Be Determined by the Administrative Agent and the Company
Permitted Acquisition EBITDA means, with respect to each Permitted Acquisition consummated during the one (1) year period preceding the date of determination, EBITDA (calculated in the same manner as EBITDA is calculated on Exhibit 4.8(C)), for a number of months immediately preceding the consummation of the applicable Permitted Acquisition, which number equals twelve (12) minus the number of months following the consummation of the applicable Permitted Acquisition for which financial statements of First Tier Holdings and its Subsidiaries have been delivered to Agent pursuant to subsection 4.8(A).