Adjusted EBITDA Amount definition

Adjusted EBITDA Amount means, with respect to a Measurement Period, VWR and its Subsidiaries’ earnings before net interest expense, income taxes, depreciation, amortization and fees pursuant to the Management Services Agreement (as defined in the LLC Agreement), as it may be amended from time to time, in each case, for such Measurement Period, determined on a consolidated basis based upon the annual financial statements for VWR for the applicable Measurement Period filed with the Securities and Exchange Commission, as adjusted to reflect (w) the adjustments reflected in the description of “Adjusted EBITDA” contained in VWR’s Current Report on Form 8-K filed in connection with management’s teleconference to discuss the annual financial results for such Measurement Period, (x) constant currency translation exchange rates as reflected in VWR International, LLC’s 2011 Internal Operating Plan (y) for any business acquired after January 1, 2012, a constant currency translation exchange rate equal to the applicable Dollar to foreign currency exchange rate in effect on the closing date of such acquisition, and (z) for the Measurement Period ending December 31, 2014, a pro forma adjustment for any business acquired in such Measurement Period to reflect the projected full year Adjusted EBITDA Amount as if such acquisition had occurred on January 1, 2014. Adjusted EBITDA Amount shall be determined by the Board.
Sample 1Sample 2Sample 3
Adjusted EBITDA Amount means an amount equal to the sum (without duplication) of (i) net income of the Company Sellers and Del Monte for the fiscal year ended December 27, 2014, plus (ii) (A) interest expense; (B) income tax expense; (C) depreciation and amortization expense; and plus or minus (D) such other adjustments as set forth on, and in a manner consistent with, Schedule 1.5(d)(i).
Sample 1Sample 2
Adjusted EBITDA Amount means an amount calculated as set forth on Exhibit A.
Sample 1Sample 2

Examples of Adjusted EBITDA Amount in a sentence

  • Prior to or promptly following the filing with the Securities and Exchange Commission of the annual audited financial statements of VWR for a Measurement Period, the Board or Committee will determine the Adjusted EBITDA Amount for such Measurement Period based on such audited financial statements and the vesting, if any, of Incentive Units as of such date of determination.

  • In the repository are defined the following types of tasks: change (any type of change on software products), training, mandatory change (changes proposed by regula- tive and law), and all other tasks (updates, adaptations).

  • If upon a Determination Date the Adjusted EBITDA Amount for the applicable Measurement Period exceeds the Minimum EBITDA Amount, a portion of the Group 2 Securities shall vest, on a straight line basis in an amount calculated pursuant to the following formula: The result of (A) the product of minus (B) the number of Group 2 Securities that vested on a prior Determination Date, if any.

  • If the Estimated 2014 Adjusted EBITDA Amount is less than the Targeted Adjusted EBITDA Amount, then the Purchase Price shall be decreased in total by an amount equal to the product of (A) the absolute value of the difference between the Targeted Adjusted EBITDA Amount and the Estimated 2014 Adjusted EBITDA Amount multiplied by (B) the Purchase Price Multiple.

  • If the Estimated 2014 Adjusted EBITDA Amount is greater than the Targeted Adjusted EBITDA Amount, then the Purchase Price shall be increased in total by an amount equal to the product of (i) the absolute value of the difference between the Targeted Adjusted EBITDA Amount and the Estimated 2014 Adjusted EBITDA Amount multiplied by (ii) the Additional Earn-Out Multiple, and such increase, if any, will be allocated to the Additional Earn-Out Amount.

  • During the 30-day period immediately following the Sellers’ Representative’s receipt of the Final Adjusted EBITDA Statement, the Sellers’ Representative shall be permitted to review the Buyer’s working papers related to the preparation and determination of the Final 2014 Adjusted EBITDA Amount.

  • Know the difference between a direct democracy and a representative democracy.

  • Without limiting the generality of the provisions of Section 7.3, the Company shall make available to the Buyer and its representatives access to the work papers used by the Company to prepare the Adjusted EBITDA Certificate and to such other books, records and information as the Buyer may reasonably request for the purpose of verifying the accuracy of the Adjusted EBITDA Amount so certified.

  • On or before (but in no event earlier than ten (10) Business Days prior to) the Closing Date, the Sellers’ Representative shall deliver to the Buyer a statement (the “Closing Date Adjusted EBITDA Statement”), which sets forth the estimated aggregate Adjusted EBITDA Amount of the Company Sellers and Del Monte for the fiscal year ended December 27, 2014 (the “Estimated 2014 Adjusted EBITDA Amount”).

  • For illustrative purposes only, if the Company generates an Adjusted EBITDA Amount of Eleven Million Five Hundred Thousand Dollars ($11,500,000), the Incremental Adjusted EBITDA Amount would be equal to Two Million Seven Hundred Thousand Dollars ($2,700,000), and the Adjusted EBITDA Earnout Payment would equal Twenty-Seven Million Dollars ($27,000,000).


More Definitions of Adjusted EBITDA Amount

Adjusted EBITDA Amount means an amount equal to the sum (without duplication) of (i) net income of the Company Sellers and Del Monte for the fiscal year ended December 27, 2014, plus (ii) (A) interest expense; (B) income tax expense; (C) depreciation and amortization expense; and plus or minus (D) such other adjustments as set forth on, and in a manner consistent with, Schedule 1.5(d)(i) .
Sample 1
Adjusted EBITDA Amount means the sum of (a) the Closing Adjusted EBITDA Amount plus (b) the Stub Adjusted EBITDA Amount.
Sample 1
Adjusted EBITDA Amount means the sum of (a) the Closing Adjusted EBITDA Amount plus (b) the Stub Adjusted EBITDA Amount. “Adjusted EBITDA Earnout Disputed Amounts” has the meaning set forth in Section 2.05(b)(iv).
Sample 1

Related to Adjusted EBITDA Amount

  • 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:

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

  • 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.

  • 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 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.”

  • 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.

  • 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

  • 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.

  • 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:

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

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

  • EBITDA means earnings before interest, taxes, depreciation and amortization.

  • 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.

  • 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.

  • Combined EBITDA means, for any period, Economic Net Income less, without duplication and to the extent otherwise included in Economic Net Income, (a) (i) performance fees and allocations (other than Realized Incentive Carry and Realized Incentive Fees), (ii) investment income and (iii) non-recurring gains plus, without duplication (including with respect to any item already added back to Combined Segment Net Income in calculating Economic Net Income) and to the extent deducted in arriving at Economic Net Income, (b) (i) depreciation and amortization, (ii) interest expense, (iii) if positive, equity-based compensation, (iv) carry plan compensation expense and minority interests in performance fees, (v) expenses and charges relating to equity or debt offerings, acquisitions, investments and dispositions, (vi) non-recurring expenses, losses and charges, (vii) non-cash expenses and charges and (viii) Realized Incentive Fees; provided that any cash payment made with respect to any non-cash expenses or charges added back in computing Combined EBITDA for any earlier period pursuant to this clause (vii) shall be subtracted in computing Combined EBITDA for the period in which such cash payment is made (in the case of clauses (a)(i), (a)(ii) and (b)(iv), whether positive or negative), in each case determined on a combined segment basis for the Guarantors and Subsidiaries in accordance with GAAP. For purposes of calculating Combined EBITDA for any period of four consecutive fiscal quarters (each, a “Reference Period”), if at any time during such Reference Period (and after the Effective Date) a Guarantor or any of the Subsidiaries shall have made any Material Acquisition or Material Disposition (each as defined below), the Combined EBITDA for such Reference Period shall be calculated after giving pro forma effect thereto as if such Material Acquisition or Material Disposition occurred on the first day of such Reference Period. For purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma

  • 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:

  • 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:

  • Adjusted Revenue means revenue less Digital Platform Fulfilment Revenue.

  • 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 EBITR means, for the Borrower and its Subsidiaries for any period, an amount equal to the sum of (i) Consolidated Net Income for such period, plus (ii) to the extent deducted in determining the Consolidated Net Income for such period (x) Consolidated Interest Expense, (y) income tax expense, and (z) Consolidated Rent Expense, in each case determined on a consolidated basis in accordance with GAAP.

  • 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.

  • Interest Expense Coverage Ratio means, for any period, the ratio of (a) Consolidated EBITDA for such period to (b) Consolidated Interest Expense for such period.

  • Consolidated Total Debt to Consolidated EBITDA Ratio means, as of any date of determination, the ratio of (a) Consolidated Total Debt as of the last day of the relevant Test Period to (b) Consolidated EBITDA for such Test Period.

  • Consolidated EBIT means, for any period, the Consolidated Net Income for such period, before interest expense and provision for taxes based on income and without giving effect to any extraordinary gains or losses or gains or losses from sales of assets other than inventory sold in the ordinary course of business.

  • Adjusted Cash Flow for any fiscal year shall mean Consolidated Net Income of the Borrower for such fiscal year (after provision for taxes) plus the amount of all net non-cash charges (including, without limitation, depreciation, deferred tax expense, non-cash interest expense, amortization and other non-cash charges) that were deducted in arriving at such Consolidated Net Income for such fiscal year, minus the amount of all non-cash gains and gains from sales of assets (other than sales of inventory and equipment in the normal course of business) that were added in arriving at such Consolidated Net Income for such fiscal year.

  • Adjusted Leverage Ratio means, on any date, the ratio of (a) Total Debt as of such date to (b) Adjusted Consolidated EBITDA for the period of four consecutive fiscal quarters of the Borrower most recently ended as of such date, all determined on a consolidated basis in accordance with GAAP.