AVERAGE ADJUSTED EBITDA definition
AVERAGE ADJUSTED EBITDA means, as of any date of determination, (I) the aggregate amount of Adjusted EBITDA for the most recent consecutive eight-quarter period ending prior to the date of determination for which Annual Statements or SemiAnnual Statements, as the case may be, are available for the fiscal year or six-month period ending on the last day of such eight-quarter period, divided by (II) 2.0.
AVERAGE ADJUSTED EBITDA means: -----------------------
AVERAGE ADJUSTED EBITDA is defined in Section 3.6(b).”
More Definitions of AVERAGE ADJUSTED EBITDA
AVERAGE ADJUSTED EBITDA means the average of the Adjusted EBITDA determined for each of the three fiscal years included in the Performance Period. The term “Debt” shall mean the aggregate outstanding consolidated indebtedness under the Company’s and its subsidiaries’ two debt facilities that are the Company’s highest cost facilities as of the Date of Award, which indebtedness is composed of the aggregate outstanding principal amount of the Term Loans and DDTL Loans (as such terms are defined in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2021), with the reduction in Debt being determined by comparing the Debt outstanding as of the end of the Performance Period to the Debt outstanding as of ______ __, 202_, with any adjustments as may be determined by the Committee in its sole and absolute discretion, regardless of whether any such adjustment increases or decreases the reduction in Debt as would otherwise be determined; provided that any repayment of Debt from the net proceeds of any offering of equity securities of the Company or any of its subsidiaries shall not be deemed to have been a reduction in Debt and the Committee shall make appropriate adjustments to so reflect this intention. The financial items that are used in the foregoing determinations shall be determined for the Performance Period in accordance with United States generally accepted accounting principles consistently applied by the Company, and in the event of any change in the format of presentation of the Company’s consolidated financial statements from the Company’s audited statement of consolidated operations and comprehensive income, consolidated balance sheet and statement of consolidated cash flows at and for the fiscal year ended March 31, 202_ included in the Company’s Form 10-K for the fiscal year ended March 31, 202__, the Committee may adjust the definitions of Adjusted EBITDA and Debt as used herein in any manner deemed equitable by the Committee, in its sole discretion, to account for such change in presentation.
AVERAGE ADJUSTED EBITDA means the three-year average achievement of the “Performance Share Metric” compared to the “Annual Adjusted EBITDA Target” for the Performance Period, expressed as percentage of target. c. “Performance Share Metric” means “Adjusted EBITDA”, as defined in the Company’s Annual Report on Form 10-K. d. “Target Award” means the target amount of Performance Share Units granted to the Grantee under the Agreement. e. “Earned Units” means the number of Performance Share Units that are earned pursuant to this Schedule A based upon the Compensation and Human Capital Committee’s (the “Compensation Committee”) certification of the Company’s achievement of the Average Adjusted EBITDA, and subject to satisfaction of the vesting conditions of the Agreement, rounded down to the nearest whole Share. The Performance Share Units shall become Earned Units, if at all, on the date that the Compensation Committee certifies the Company’s achievement of the Average Adjusted EBITDA following the end of the Performance Period, which shall be a condition to the vesting of any Performance Share Units hereunder. f. “Performance Period” means the three-year period beginning on January 1, 2026 and ending on December 31, 2028.