Company EBITDA Sample Clauses

Company EBITDA. As of the last day of each fiscal period of the -------------- Company, the Consolidated EBITDA for the preceding twelve consecutive fiscal months shall not be less than the amount set forth below opposite such period: Fiscal Quarter Ending Amount --------------------- ----------- August 31, 1999 $18,343,000 November 30, 1999 $18,724,000 February 29, 2000 $17,246,000 For each fiscal quarter thereafter $20,000,000 Fiscal Month Ending Amount ------------------- ----------- July 31, 1999 $18,196,000 September 30, 1999 $18,001,000 October 31, 1999 $17,925,000 December 31, 1999 $17,659,000 January 31, 2000 $17,936,000
Sample 1
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Company EBITDA. (a) It is acknowledged and agreed that (i) if the aggregate amount of the 2021 Earnout and the 2022 Earnout does not equal the Earn-out Cap, and if the Parent or any its Affiliates (including without limitation the Company or any Company Entity after the Closing) enters into the CFD-JV, then each Seller will receive its pro rata share (as set forth on the Funds Flow) of an amount determined by (A) first subtracting the CFD-JV EBITDA Threshold, from the CFD-JV Adjusted EBITDA (provided that, such amount, if a negative number, will be zero) and (B) multiplying the amount determined in accordance with subclause (A) by Parent’s CFD-JV March 2023 Adjusted EBITDA Multiple (the “CFD-JV Extended Earn-out”) which is payable in cash and Exchangeable Shares as described herein.
Sample 1
Company EBITDA. For purposes of this Section 2.5, “Company EBITDA” shall mean the Company’s earnings before interest, taxes, depreciation, and amortization determined in accordance with GAAP consistently applied, in accordance with Schedule 2.5(b) (collectively, the “Earnout Principles”).
Sample 1
Company EBITDA. As of the last day of each fiscal period of the -------------- Company, the Consolidated EBITDA for the preceding twelve consecutive fiscal months shall not be less than the amount set forth below opposite such period: Fiscal Quarter Ending Amount --------------------- ------ November 30, 1999 $(800,000) February 29, 2000 $17,246,000 For each fiscal quarter thereafter $20,000,000 Fiscal Month Ending Amount ------------------- ------ December 31, 1999 $(9,000,000) January 31, 2000 $(14,500,000) In calculating Consolidated EBITDA for the periods set forth above, adjustments to the Consolidated EBITDA may be made for non cash items; provided, however, that such adjustments shall be reviewed by, and satisfactory to, the Agent, and may only be made upon the written consent of the Agent to such non cash adjustments. If any adjustments proposed by the Company are not satisfactory to the Agent, the parties agree to negotiate in good faith to resolve any differences.
Sample 1
Company EBITDA. As of any date of determination, the Company -------------- EBITDA for the preceding twelve consecutive fiscal months shall not be less than $7,800,000.
Sample 1

Related to Company EBITDA

  • EBITDA The term “EBITDA” shall mean, with respect to any fiscal period, “Consolidated EBITDA” as defined in the Credit Agreement, provided that the following should also be excluded from the calculation of EBITDA to the extent not already excluded from the calculation of Consolidated EBITDA under the Credit Agreement: (i) Non-Cash Charges (as defined in the Credit Agreement) related to any issuances of equity securities; (ii) fees and expenses relating to the Acquisition; (iii) financing fees (both cash and non-cash) relating to the Acquisition; (iv) covenant-not-to-compete payments to certain members of the Company’s senior management and related expenses; (v) expenses (or any portion thereof) incurred outside of the ordinary course of business that are approved by the Board which the Board determines in its good faith discretion are in the best interest of the Company but which will have a disproportionately adverse impact on the Company’s short term financial performance, affecting the Company’s ability to achieve financial targets related to the vesting of the Class C Units under the Incentive Unit Subscription Agreements or the Company’s annual bonus plan; (vi) costs and expenses incurred in connection with evaluating and consummating acquisitions not contemplated by the Company’s annual plan, as such plan is approved by the Board in good faith; (vii) related party expenditures that are subject to the prior written consent of the Majority Executives pursuant to Section 2.3(a) of the Securityholders Agreement but have failed to receive such consent; (viii) advisors’ fees and expenses incurred outside the ordinary course of business related solely to Vestar’s activities that are unrelated to the Company; (ix) costs associated with any put option or call option contemplated by any Rollover Subscription Agreement or Incentive Unit Subscription Agreement; (x) costs associated with any proposed initial Public Offering or Sale of the Company (as such terms are defined in the Securityholders Agreement); (xi) expenses related to any litigation arising from the Acquisition; (x) management fees and costs related to the activities giving rise to such fees that are paid to, paid for or reimbursed to Vestar and its Affiliates; and (xii) material expenditures or incremental expenditures inconsistent with prior practice (to the extent that prior practice is relevant) required by Board (where Management Managers (as defined in the Securityholders Agreement) unanimously dissent) unless such expenditures are reasonably likely to result in any benefit (whether economic or non-economic) to the Company as determined by the Board in its good faith discretion.

  • Adjusted EBITDA The 2019 adjusted EBITDA for the Affiliated Club Sellers shall total an aggregate of not less than $10,700,000.

  • Minimum Adjusted EBITDA As of any date of determination from and after April 1, 2008, if Borrowers do not have Net Debt in an amount less than $4,000,000 at all times during the most recently completed fiscal quarter, then Borrowers shall not fail to achieve Adjusted EBITDA, measured on a quarter-end basis, of at least the required amount set forth in the following table for the applicable period set forth opposite thereto (and the failure to do so shall be deemed an Event of Default): Applicable Amount Applicable Period $(1,234,000) For the 3 month period ending March 31, 2008 $(1,246,000) For the 6 month period ending June 30, 2008 $(200,000) For the 9 month period ending September 30, 2008 $(839,000) For the 12 month period ending December 31, 2008 $(750,000) For the 12 month period ending March 31, 2009 17 Applicable Amount Applicable Period $(500,000) For the 12 month period ending June 30, 2009 $(150,000) For the 12 month period ending September 30, 2009 $150,000 For the 12 month period ending December 31, 2009 $350,000 For the 12 month period ending March 31, 2010 $550,000 For the 12 month period ending June 30, 2010 $750,000 For the 12 month period ending September 30, 2010 $950,000 For the 12 month period ending December 31, 2010 and for each 12 month period ending as of the last day of each fiscal quarter thereafter

  • Minimum Consolidated EBITDA (a) The Borrower will not permit Consolidated EBITDA (i) for the Borrower's fiscal quarter ending closest to June 30, 1997 to be less than $2,500,000 and (ii) for any Test Period ending on the last day of a fiscal quarter of the Borrower set forth below to be less than the amount set forth opposite such fiscal quarter below: Fiscal Quarter Ending Closest To Amount ----------------- ------ September 30, 1997 $5,000,000 December 31, 1997 $5,000,000 March 31, 1998 $5,000,000 June 30, 1998 $5,000,000 September 30, 1998 $5,000,000 December 31, 1998 $5,000,000 March 31, 1999 $5,000,000 June 30, 1999 $5,000,000 -64- September 30, 1999 $ 5,000,000 December 31, 1999 $ 5,000,000 March 31, 2000 $ 5,000,000 June 30, 2000 $10,000,000 September 30, 2000 $15,000,000 December 31, 2000 $15,000,000 March 31, 2001 $15,000,000 June 30, 2001 $15,750,000 September 30, 2001 $16,500,000 December 31, 2001 $16,500,000 March 31, 2002 $16,500,000 June 30, 2002 $16,500,000

  • Minimum EBITDA Section 9.23(c) of the Loan Agreement is hereby deleted in its entirety and replaced with the following:

  • Consolidated EBITDA With respect to any period, an amount equal to the EBITDA of Borrower and its Subsidiaries for such period determined on a Consolidated basis.

  • Funded Debt to EBITDA Section 10.2 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

  • Maximum Total Leverage Ratio Permit the Total Leverage Ratio of Borrower on a Consolidated Basis, measured for each period of four consecutive fiscal quarters, on the last day of each fiscal quarter (each a “Measurement Date”), to be greater than the ratio set forth below for the corresponding period at any time: Period Ratio Closing Date through September 30, 2017 5.00:1.00 December 31, 2017 through March 31, 2018 4.75:1.00 June 30, 2018 through September 30, 2018 4.50:1.00 December 31, 2018 through March 31, 2019 4.25:1.00 June 30, 2019 and thereafter 4.00:1.00

  • Total Net Leverage Ratio Maintain as of the end of each fiscal quarter, a Total Net Leverage Ratio for Quantum and its Subsidiaries, on a consolidated basis, of not greater than the ratio set forth below for each four (4) consecutive fiscal quarter period then ended set forth below: Fiscal Quarter Ending Maximum Total Net Leverage Ratio September 30, 2021 4.25:1.00 December 31, 2021 4.25:1.00 March 31, 2022 Not Tested June 30, 2022 3.50:1.00 September 30, 2022 3.50:1.00 December 31, 2022 3.50:1.00 March 31, 2023 3.50:1.00 June 30, 2023 3.00:1.00 September 30, 2023 3.00:1.00 December 31, 2023 3.00:1.00 March 31, 2024 3.00:1.00 June 30, 2024 3.00:1.00 September 30, 2024 3.00:1.00 December 31, 2024 3.00:1.00 March 31, 2025 3.00:1.00 June 30, 2025 3.00:1.00 December 31, 2025 and each fiscal quarter ending thereafter 3.00:1.00”

  • Measurement Period (b) In this Agreement, unless the contrary intention appears, a reference to:

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