Pro Forma Target EBITDA definition

Pro Forma Target EBITDA means with respect to any Target, Consolidated Adjusted EBITDA for such Target for the most recent four (4) consecutive fiscal quarter periods preceding the acquisition thereof (which Consolidated Adjusted EBITDA for the Target shall be calculated using the historical audited financial statements of such Target for such period or, for any period for which audited financial statements of such Target are not available, such financial statements which are certified as fairly representing, in all material respects, the financial condition of such Target for the period covered, which certification shall be signed by a Financial Officer of the Borrower), adjusted by verifiable expense reductions, including excess owner compensation, if any, calculated on a month-by-month basis, to the extent such adjustments (collectively, “Pro Forma Acquisition Adjustments”) (a) are expected to be realized within six (6) months following the acquisition of such Target and are reasonably attributable to, and reasonably expected to result from taking, actions specified during such time period, (b) shall be certified as such in a certificate of a Financial Officer of the Borrower describing such reductions in reasonable detail, (c) such adjustments shall have been either (x) approved in writing by the Agent (acting at the direction of the Required Lenders), which approval shall not be unreasonably withheld or delayed or (y) confirmed in writing by an independent certified public accountant of recognized national standing selected by Intermediate Holdings as being reasonably expected to result from taking such actions specified during such time period, (d) do not exceed, when combined with any Cost Savings for such period, fifteen percent (15%) of Consolidated Adjusted EBITDA (calculated before the addback of such Cost Savings and Pro Forma Acquisition Adjustments) in the aggregate for all Permitted Acquisitions in any period, in each case as calculated by the Borrower in accordance herewith; provided, further, that any such projected Pro Forma Acquisition Adjustments that are not realized within such six (6) month period may no longer be added in calculating Pro Forma Target EBITDA, and (e) are not duplicative of any expenses, charges or items that are otherwise added back or included in the calculation of Consolidated Adjusted EBITDA.
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Pro Forma Target EBITDA means, with respect to any Target, EBITDA of such Target for the most recent twelve (12) month period preceding the acquisition thereof, adjusted by verifiable expense reductions, including reductions in excess owner compensation, if any, calculated a on month by month basis, to the extent such adjustments (collectively, “Pro Forma Acquisition Adjustments”) (a) are expected to be realized within twelve (12) months following the acquisition of such Target, (b) are certified as such in a certificate of a Responsible Officer of the Borrower Representative describing such reductions in reasonable detail, and (c) do not exceed in the aggregate for all Permitted Acquisitions 15% of Consolidated Adjusted EBITDA in any four consecutive Fiscal Quarter periods (calculated prior to such giving effect to such adjustments), in each case calculated by the Borrower Representative; provided that the aggregate amount of all Pro Forma Acquisition Adjustments and Non-Recurring Expenses taken into account in the calculation of Consolidated Adjusted EBITDA during any measurement period shall not exceed twenty-five percent (25%) of Consolidated Adjusted EBITDA calculated after the add-back or adjustment for any such item.
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Pro Forma Target EBITDA means, with respect to any Approved Target during any period, the EBITDA of such Approved Target for such period, provided that such EBITDA has been agreed to and certified by Holdings Board of Directors prior to the inclusion of such EBITDA in the consolidated EBITDA of Holdings and its Subsidiaries.
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Examples of Pro Forma Target EBITDA in a sentence

  • Pro Forma Target EBITDA - with respect to any Acquisition Target, the EBITDA of such Acquisition Target, on a pro forma basis (calculated in a manner and using amounts approved by Lender), for the twelve month period ending on the last day of the calendar month immediately preceding the date on which the Acquisition is consummated for which financial information prepared in a manner consistent with the financial statements required by Section 8.1.3 is available.


More Definitions of Pro Forma Target EBITDA

Pro Forma Target EBITDA means, with respect to any Target, EBITDA of such Target for the most recent twelve (12) month period preceding the acquisition thereof, adjusted by verifiable expense reductions, including reductions in excess owner compensation, if any, calculated a on month by month basis, to the extent such adjustments (collectively, “Pro Forma Acquisition Adjustments”) (a) are expected to be realized within twelve (12) months following the acquisition of such Target, (b) are certified as such in a certificate of a Responsible Officer of the Borrower Representative describing such reductions in reasonable detail, and (c) do not exceed in the aggregate for all Permitted Acquisitions 15% of Consolidated Adjusted EBITDA in any four consecutive Fiscal Quarter periods (calculated prior to such ​ ​ ​ giving effect to such adjustments), in each case calculated by the Borrower Representative; provided that the aggregate amount of all Pro Forma Acquisition Adjustments and Non-Recurring Expenses taken into account in the calculation of Consolidated Adjusted EBITDA during any measurement period shall not exceed twenty-five percent (25%) of Consolidated Adjusted EBITDA calculated after the add-back or adjustment for any such item.
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Pro Forma Target EBITDA means, with respect to any Target, EBITDA of such Target (calculated in a manner consistent with the definition of Consolidated Adjusted EBITDA) for the most recent four (4) Fiscal Quarter period preceding the acquisition thereof, adjusted by verifiable expense reductions, including reductions in excess owner compensation, if any, calculated on month by month basis, to the extent such adjustments (collectively, “Pro Forma Acquisition Adjustments”) (a) are expected to be realized within twelve (12) months following the acquisition of such Target, (b) are certified as such in a certificate of a Responsible Officer of the Borrower describing such reductions in reasonable detail, and (c) do not exceed in the aggregate for all Permitted Acquisitions 10% of Consolidated Adjusted EBITDA in any four consecutive Fiscal Quarter periods (calculated prior to such giving effect to such adjustments), in each case calculated by the Borrower.
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Related to Pro Forma Target EBITDA

  • Pro Forma EBITDA means, for any period, the Consolidated EBITDA of the Issuer and the Restricted Subsidiaries, provided that for the purposes of calculating Pro Forma EBITDA for such period, if, as of such date of determination:

  • 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.

  • Pro Forma Adjusted EBITDA shall have the meaning assigned to such term in Section 3.05(a).

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

  • 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").

  • 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.”

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

  • Material Project EBITDA Adjustments means, with respect to each Material Project:

  • Pro Forma Cost Savings means, with respect to any four-quarter period, the reduction in net costs and expenses that:

  • 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.

  • 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.

  • 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.

  • 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:

  • 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.

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

  • Property EBITDA means for any property owned by Ventas, Inc. or any of its Subsidiaries as of the date of determination, for any period of time, the net income (loss) derived from such property for such period, before deductions for (without duplication):

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

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

  • Test Period on any date of determination, the period of four consecutive fiscal quarters of the Borrower (in each case taken as one accounting period) most recently ended on or prior to such date for which financial statements have been or are required to be delivered pursuant to Section 6.1.

  • Consolidated EBITDAR means, for any period, Consolidated EBITDA for such period plus, to the extent deducted in determining Consolidated EBITDA for such period, Consolidated Rental Expense.

  • Pro Forma Transaction means any transaction consummated as part of any Permitted Acquisition, together with each other transaction relating thereto and consummated in connection therewith, including any incurrence or repayment of Indebtedness.

  • Combined EBITDA means, for any period, Combined Net Income for such period plus, (a) without duplication and to the extent reflected as a charge in the statement of such Combined Net Income for such period, the sum of (i) income tax expense, (ii) Combined Interest Expense, (iii) amortization or write-off of debt discount and debt issuance costs and commissions, discounts and other fees and charges associated with Indebtedness (including the Notes), (iv) depreciation and amortization expense, (v) amortization of intangibles (including, but not limited to, goodwill) and organization costs, (vi) any extraordinary, unusual or non-recurring expenses or losses (including, whether or not otherwise includable as a separate item in the statement of such Combined Net Income for such period, losses on sales of assets outside of the ordinary course of business) and (vii) any non-cash charges, including non-cash charges resulting from the vesting or issuance of equity to employees, principals or others, and minus, (b) without duplication and to the extent included as income or gain in the statement of such Combined Net Income for such period, the sum of (i) any extraordinary, unusual or non-recurring non-cash income or gains (including, whether or not otherwise includable as a separate item in the statement of such Combined Net Income for such period, non-cash gains on the sales of assets outside of the ordinary course of business) and (ii) any other non-cash income, all as determined on a combined basis, and plus or minus, as appropriate, (c) without duplication of the items set forth in clauses (a) and (b) above, the adjustments equivalent to those that OCG made to arrive at its “Adjusted Net Income” in its Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (as filed with the SEC), to the extent relevant to the Obligors, and (d) without duplication of the items set forth in clauses (a), (b) and (c) above, the adjustments replacing investment income (loss) with receipts of investment income from funds and companies equivalent to those that OCG made to arrive at its “Distributable Earnings” in its Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (as filed with the SEC), to the extent relevant to the Obligors; provided that the contribution to Combined EBITDA of a subsidiary that is not a wholly owned subsidiary shall be calculated in proportion to the Obligors’ aggregate direct or indirect economic interests in such subsidiary.

  • Pro Forma Balance Sheet as defined in Section 4.1(a).

  • EBITDA Coverage Ratio defined as EBITDA divided by the aggregate of total interest expense plus the prior period current maturity of long-term debt and the prior period current maturity of subordinated debt.

  • Consolidated EBITDAX for any period means, without duplication, the Consolidated Net Income for such period, plus the following, without duplication and to the extent deducted (and not added back) in calculating such Consolidated Net Income: