Actual Adjusted EBITDA definition

Actual Adjusted EBITDA has the meaning set forth in Section 2.4.

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Actual Adjusted EBITDA shall have the meaning ascribed to it in Section 1.1 of the Subscription Agreement.

Actual Adjusted EBITDA means Adjusted EBITDA realized by the Companies for the Reference Period, as finally determined in the Binding Adjustment Statement in accordance with Section 2.4.

Examples of Actual Adjusted EBITDA in a sentence

Chemtura shall have delivered to Purchaser the 2013 Audited Financial Statements in accordance with Section 5.20 and 2013 Actual Adjusted EBITDA shall be no less than 95% of 2013 Draft Adjusted EBTIDA.
The remaining five percent (5%) of the balance of the total amount of the Exit Option Price will be withheld by the Investor for the exclusive purpose of allowing the post-closing adjustment of the Exit Option Price pursuant to the Actual Adjusted EBITDA and the Actual Net Debt set forth in Section 9.4.2 (“Withheld Balance”).
Subject to Section 3.3.4, the Accounting Expert shall provide the Parties with a written explanation in reasonable detail of the calculation of each of the Actual Adjusted EBITDA and/or the Actual Net Debt, as applicable.
If Purchaser and Seller Representative can resolve their dispute and agree upon the calculation of the Actual Adjusted EBITDA, they shall memorialize their agreement in writing and such mutually agreed upon figure shall be final, conclusive and binding upon all of the parties.
If Purchaser and Seller Representative cannot resolve the dispute to their mutual satisfaction, Purchaser and Seller Representative shall engage the Independent Accountant to determine the appropriate amount of Actual Adjusted EBITDA consistent with this Agreement.
The remaining five percent (5%) of the balance of the total amount of the Exit Option Price will be withheld by the Investor as Withheld Balance for the exclusive purpose of allowing the post-closing adjustment of the Exit Option Price pursuant to the Actual Adjusted EBITDA and the Actual Net Debt set forth in Section 9.4.2.
If Seller Representative disputes the calculation of the Actual Adjusted EBITDA within the allotted time period, the parties in good faith will attempt to jointly resolve any dispute during the thirty day period following the delivery of the EBITDA Dispute Notice.
The Dispute Resolution Arbiter’s determination shall be based solely on the Accounting Principles, the definitions of Actual Adjusted EBITDA, Cash, Debt, Net Indebtedness, Net Working Capital, Base Purchase Price, Closing Option Consideration, Closing Restricted Stock Unit Consideration, Per Share Participating Amount, Series A Per Share Amount, Series A-1 Per Share Amount and Series B Per Share Amount contained herein and the provisions of this Agreement, including this Section 1.06.
On a quarterly basis, the Board shall compare Actual Adjusted EBITDA Performance of the Company for the year on a cumulative basis, against Target Adjusted EBITDA Performance for the year on a cumulative basis.
Seller Representative shall set forth in detail in the EBITDA Dispute Notice the basis for its disagreement with the Purchaser’s calculation of the Actual Adjusted EBITDA.

More Definitions of Actual Adjusted EBITDA

Actual Adjusted EBITDA shall have the meaning ascribed to it in Section 3.3.1.

Actual Adjusted EBITDA means EBITDA of Seller for the period from October 1, 2005 through September 30, 2006, adjusted as an add-back or reduction from EBITDA by the amounts set forth on Exhibit A, with the components of EBITDA calculated in accordance with GAAP from the September 30, 2006 Financials.

Actual Adjusted EBITDA means Adjusted EBITDA as reported in the Company’s external financial reporting for the applicable Plan Year but excluding (a) incentive compensation (all bonus and stock-based compensation) expenses and (b) Transaction EBITDA for any Transaction Year.

Actual Adjusted EBITDA means, with respect to a Milestone Period, the Adjusted EBITDA calculated based on the Parent’s interim financial statements covering such Milestone Period. Notwithstanding the foregoing, if Closing does not occur prior to the beginning of either Milestone Period, then the relevant Adjusted EBITDA attributable to the portion of such Milestone Period up to and including the Closing Date shall be based on the Company’s financial statements.