Year 2 EBITDA definition

Year 2 EBITDA shall have the meaning set forth in Section 3.3(d)(1).
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Year 2 EBITDA shall have the meaning set forth in Section 3.3(d)(1). (eeeee) "Year 3 EBITDA" shall have the meaning set forth in Section 3.3(e)(1). (fffff) "Year 1 Earn-Out Period" shall have the meaning set forth in Section 3.3(a). (ggggg) "Year 2 Earn-Out Period" shall have the meaning set forth in Section 3.3(a). (hhhhh) "Year 3 Earn-Out Period" shall have the meaning set forth in Section 3.3(a). (iiiii) "Year 1 Threshold EBITDA" shall have the meaning set forth in Section 3.3(a). (jjjjj) "Year 2 Threshold EBITDA" shall have the meaning set forth in Section 3.3(a). (kkkkk) "Year 3 Threshold EBITDA" shall have the meaning set forth in Section 3.3(a).
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Year 2 EBITDA shall have the meaning set forth in Section 3.3(d)(1). (16) "Year 3 EBITDA" shall have the meaning set forth in Section 3.3(e)(1). (17) "Year 1 Earn-Out Period" shall mean the 12-month period ending on September 30, 1998. (18) "Year 2 Earn-Out Period" shall mean the 12-month period ending on September 30, 1999. (19) "Year 3 Earn-Out Period" shall mean the 12-month period ending on September 30, 2000. (20) "Year 1 Threshold" shall mean $11,000,000. (21) "Year 2 Threshold" shall mean the greater of (i) $11,000,000 or (ii) Year 1 EBITDA. (22) "Year 3 Threshold" shall mean the greater of (i) $11,000,000, (ii) Year 1 EBITDA, or (iii) Year 2 EBITDA.
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Examples of Year 2 EBITDA in a sentence

  • The costs and expenses of the Dispute Resolution Arbitrator shall be borne by Seller and Purchaser in proportion to the difference between the Dispute Resolution Arbitrator’s determination of the value of Year 2 EBITDA and the value claimed by Seller and Purchaser.

  • If Earnout Seller concurs with the calculation of the Year 2 EBITDA set forth in the Earnout Payment Notice, or does not object to such calculation by delivering an Objection Notice (as defined below) to Purchaser in the manner as set forth herein, the calculation of the Year 2 EBITDA shall be deemed to be final and conclusive and shall be binding on the parties hereto.

  • If there is any event(s) during the period from the Closing Date until the second (2nd) anniversary of the Closing Date that violate the foregoing covenants, then the parties hereto agree that an appropriate adjustment shall be made to the Year 2 EBITDA to properly account for the impact of any such event on the Year 2 EBITDA.

  • The requirement profile includes facilitating a house building concept of a maximum of eight floors with a mix of apartments open to ar- chitectural design and customer requirements.

  • For example, if it is Purchaser’s position that Year 2 EBITDA is US$300, Seller’s position that Year 2 EBITDA is US$100 and the Dispute Resolution Arbitrator’s finding that YEAR 2 EBITDA is US$150, then Purchaser shall pay 75% (300-150 / 300-100) of such fees and expenses and Seller shall pay 25% (150-100 / 300-100) of such fees and expenses.

  • Purchaser and Earnout Seller will attempt in good faith to resolve any disagreements as to the calculation of the Year 2 EBITDA.

  • Further, notwithstanding anything contained in this Agreement to the contrary, the following charges shall be excluded from the calculation of the Year 2 EBITDA: (i) corporate management, overhead, or selling, general and administrative expenses from the Purchaser or any Affiliate of Purchaser, and (ii) transaction or goodwill charges relating to the acquisition by Purchaser of the Hotels or any other assets or business.

  • Within 20 days after the Second Anniversary, Buyer will prepare and deliver to Seller a calculation of the Year 2 EBITDA.

  • In the event that Seller’s Year 2 EBITDA is determined to have been less than $900,000 (the “Year 2 Deficiency”), then the Purchase Price shall be reduced by the full amount of the Year 2 Deficiency, not to exceed $250,000.

  • As an example, if Year 2 EBITDA is equal to € 8 million, the Earn Out Payment would be €7.6 million plus € 4.8 million (80%* 6* 1 million).


More Definitions of Year 2 EBITDA

Year 2 EBITDA means three times the EBITDA realized by Buyer from the MovilCarga Business during the four full calendar months ending immediately prior to the second anniversary of Closing Date; that is to say, Year 2 EBITDA will be equal to EBITDA for the period July to October 2006, inclusive, multiplied by three. The Parties agree that the amount of EBITDA for the four month measurement period considered for purposes of the calculation of the Earn Out Payment may not differ, in excess or in defect, by more than 20% from the EBITDA that was realized by Buyer during the four-month period prior to such measurement period. Debts that Buyer may have with any third party or with any company of its Group as a consequence of the Buyer having received from any such third party or company within its Group as a loan (or several loans) the amount of which was used by the Buyer to pay to the Seller the Deferred and Conditional Price and/or the Transaction VAT (as defined below) and/or the VAT corresponding to the contribution of the 20% referred to in Recital II shall not affect (that is to say, reduce) in any manner, Year 2 EBITDA. In the event that there is a merger of any new entity (or a purchase of assets by the Buyer of another business similar to MovilCarga Business) into Buyer on or before the end of the period used for calculation of Year 2 EBITDA, then the following rules shall be applied in calculating EBITDA of the Buyer allocable to the MovilCarga Business: Buyer shall maintain separate books for the MovilCarga Business unit for the purpose of calculating Year 2 EBITDA; the MovilCarga Business shall be considered to have realized all revenues from (a) terminals operated by Buyer that are already operated on or before the date of the merger, plus any new terminals installed by MovilCarga Business unit employees under contracts signed by the MovilCarga Business unit, and (b) wholesale PIN sales made by the MovilCarga Business unit; General, commercial (marketing, advertising, publicity, market research and administration expenses (hereinafter, the “SG&A”) of the Buyer for the period following the merger (or the purchase of assets) shall be allocated to the MovilCarga Business by taking into account the same level of SG&A expenses that the MovilCarga Business had during the four months prior to the merger or purchase of assets.
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Related to Year 2 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.

  • 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;

  • 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.

  • Annual EBITDA means, with respect to any Project or Minority Holding, as of the first day of each fiscal quarter for the immediately preceding consecutive four fiscal quarters, an amount equal to (i) total revenues relating to such Project or Minority Holding for such period, less (ii) total operating expenses relating to such Project or Minority Holding for such period (it being understood that the foregoing calculation shall exclude non-cash charges as determined in accordance with GAAP). Each of the foregoing amounts shall be determined by reference to the Borrower’s Statement of Operations for the applicable periods. An example of the foregoing calculation is set forth on Exhibit G hereto.

  • EBITDA means, with respect to any Person for any period, the net income for such Person for such period plus the sum of the amounts for such period included in determining such net income in respect of (i) interest expense, (ii) income tax expense, and (iii) depreciation and amortization expense, in each case as determined in accordance with GAAP.

  • Adjusted EBITDA means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication, to the extent the same was deducted in calculating Consolidated Net Income:

  • 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.

  • 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.

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

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

  • 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.

  • 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):

  • Adjusted Consolidated EBITDA means, with respect to the Borrower and the Subsidiaries on a consolidated basis for any period, the Consolidated Net Income of the Borrower and the Subsidiaries for such period plus

  • 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").

  • 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:

  • Consolidated Adjusted EBITDA means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication:

  • EBIT means, for any period, the net income of the Company and its Subsidiaries on a Consolidated basis for such period plus each of the following with respect to the Company and its Subsidiaries on a Consolidated basis to the extent utilized in determining such net income: (a) Interest Expense and (b) provision for taxes.

  • Baseline Period means the period used to determine the baseline emission rate for each regulated pollutant under OAR 340 division 222.

  • 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.

  • 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.

  • EBITDAR means, for any period, on a consolidated basis for the Borrower and its Subsidiaries, the sum of the amounts for such period, without duplication, of (i) EBITDA and (ii) Rentals.

  • 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.

  • Adjusted Revenue means revenue less Digital Platform Fulfilment Revenue.

  • Consolidated EBITDA means, for any period, the Consolidated Net Income for such period, plus:

  • 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.