Consolidated EBITDA definition
Consolidated EBITDA means, for any period, the Consolidated Net Income for such period, plus:
Consolidated EBITDA means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication:
Consolidated EBITDA means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period:
Examples of Consolidated EBITDA in a sentence
When calculating Consolidated EBITDA for any period in order to determine compliance with the financial maintenance covenants set forth in Section 7.09 or in order to determine the Applicable Rate, such calculations shall be made on a Pro Forma Basis with respect to each Permitted Acquisition or Specified Disposition that occurred during such period.
Maintain, as of the end of each fiscal quarter, commencing with the first full fiscal quarter after the Closing Date, a ratio of (i) Consolidated EBITDA of the Company and its Consolidated Subsidiaries for the period of four fiscal quarters then ended to (ii) Consolidated Interest Charges during such period by the Company and its Consolidated Subsidiaries, of not less than 3.00 to 1.00.
The Cure Amount used to calculate Consolidated EBITDA for one fiscal quarter will be used and included when calculating Consolidated EBITDA for each Test Period that includes such fiscal quarter.
For the avoidance of doubt, for purposes of calculating Adjusted Consolidated EBITDA for purposes of the foregoing calculation, notwithstanding anything to the contrary set forth in the definition of “Consolidated EBITDA”, Consolidated EBITDA shall not be reduced by the amount of any one-time costs or expenses incurred in connection with the closing of any credit facility or other fundraising.
Commencing with the first full fiscal quarter after the Closing Date, the Parent shall maintain, as of the end of each fiscal quarter, a ratio of (i) Consolidated EBITDA of the Parent and its Consolidated Subsidiaries for the period of four fiscal quarters then ended, to (ii) Consolidated Interest Charges during such period by the Parent and its Consolidated Subsidiaries, of not less than 3.00 to 1.00.
More Definitions of Consolidated EBITDA
Consolidated EBITDA means for any period, Consolidated Net Income for such period, plus, without duplication and only to the extent reflected as a charge or reduction in the statement of such Consolidated Net Income for such period, the sum of (a) Consolidated Income Tax Expense, (b) Consolidated Interest Expense, and (c) Consolidated Depreciation Expense, in each case determined in accordance with GAAP.
Consolidated EBITDA means for any period, an amount equal to the sum of (a) Consolidated Net Income for such period plus, (b) to the extent reducing Consolidated Net Income for such period, and without duplication: (i) net federal, state, local or foreign income or franchise tax expense; (ii) net interest expense (including amortization or write-off of debt issuance costs and commissions, discounts and other fees and charges associated with Indebtedness), amortization of capitalized interest and the net amount accrued (whether or not actually paid) pursuant to any interest rate protection agreement during such period (or minus the net amount receivable (whether or not actually received) during such period); (iii) depreciation, depletion and amortization expense, including amortization of intangibles; (iv) extraordinary expenses or loss and unusual or non-recurring expenses or losses (including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, (A) losses from dispositions not in the ordinary course of business and (B) goodwill or intangible asset impairment); (v) transaction expenses directly related to the Transactions; and (vi) any non-cash charges to income not included in the foregoing clauses (i) through (v); minus, (c) to the extent included in the calculation of Consolidated Net Income for such period, without duplication, the sum of: (i) any extraordinary income or gains (including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, gains on dispositions not in the ordinary course of business); (ii) any cash expenditures during such period on account of any non-cash item which was added back to Consolidated EBITDA during any prior period with respect to which a calculation of Consolidated EBITDA was made under this Agreement (and; provided that the cash expenditure does not impact Consolidated Net Income in the period paid); and (iii) any other unusual or non-recurring income or gains, all as determined for the Borrower and its Restricted Subsidiaries on a consolidated basis. In the event Borrower or any of its Restricted Subsidiaries acquires (x) more than 50% of the Equity Interests in any other Person or (y) other property or assets (other than acquisitions of Equity Interests of a Person, capital expenditures and acquisitions of inventory or supplies in the ordinary course of business) of, or of an operating division or busin...
Consolidated EBITDA means, for any period, the sum of the amounts for such period, without duplication, of (i) Consolidated Net Income, (ii) Consolidated Interest Expense plus any Excluded Non-Cash Accruals, (iii) provisions for taxes based on income, (iv) total depreciation expense, (v) total amortization expense, (vi) annual management fees paid to the Sponsors or their Affiliates in accordance with the Management Agreement to the extent permitted by this Agreement under clause (iii) of subsection 7.11, (vii) non-recurring costs as set forth in SCHEDULE 1.1A annexed hereto, (viii) non-cash charges relating to the exercise of options, (ix) Transaction Costs; (x) non-cash write-downs taken for Petopia in an aggregate amount not to exceed the value of such investment appearing on the Company's balance sheet as of the Closing Date; (xi) losses (or minus gains) from foreign currency translation, (xii) customary fees and professional expenses incurred as of the consummation of a Permitted Acquisition, (xiii) non-cash dividends on Company Preferred Stock, (xiv) settlements of certain shareholder lawsuits described in the proxy statement for the Merger in an aggregate amount not exceeding $4,000,000, (xv) any historical extraordinary non-recurring costs or expenses or other verifiable costs or expenses incurred in connection with Permitted Acquisitions that will not continue after the integration of the business acquired not to exceed $4,000,000 for such period; and (xvi) other extraordinary or non-recurring non-cash items that do not require an accrual or reserve for future cash expenses to the extent such items do not relate to items increasing Consolidated Net Income for any prior period (in the case of clauses (ii) through (xvi) above, to the extent subtracted in calculating Consolidated Net Income) LESS (y) other non-cash items increasing Consolidated Net Income and (z) net extraordinary gains increasing Consolidated Net Income, all of the foregoing as determined on a consolidated basis for Company and its Subsidiaries in conformity with GAAP.
Consolidated EBITDA means, with respect to any Person, for any period, the sum (without duplication) of:
Consolidated EBITDA means, for any period, for Borrower and its Subsidiaries on a Consolidated basis, Consolidated Net Income for such period and the sum of the following to the extent deducted in the calculation of Consolidated Net Income: (i) total federal, state, local and foreign income taxes, (ii) Consolidated Interest Expense and (iii) depreciation and amortization, all as determined in accordance with GAAP.
Consolidated EBITDA means, for any period, for the Company and its Restricted Subsidiaries determined on a consolidated basis, an amount equal to Consolidated Net Income for such period, plus the following to the extent deducted in calculating such Consolidated Net Income:
Consolidated EBITDA means for any fiscal year of SPI, consolidated net income for such fiscal year plus, without duplication and to the extent reflected as a charge in the statement of such consolidated net income for such fiscal year, the sum of (i) income tax expense, (ii) interest expense, amortization or write-off of debt discount and debt issuance costs and commissions (to the extent not already captured in interest expense), discounts and other fees and charges associated with indebtedness, (iii) depreciation and amortization expense (excluding amounts of prepaid incentives under customer contracts), (iv) any extraordinary non-cash expenses or losses, (v) any costs and expenses incurred in connection with the acquisition of SPI by Parent or an affiliate, (vi) any auditing, legal, reporting or administrative expenses incurred by SPI in complying with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, or other reporting obligations required by securities laws applicable to publicly traded corporations (except to the extent such expenses are of a type historically charged to the business in the ordinary course), and (vii) all restructuring costs and minus (i) to the extent included in the statement of such consolidated net income for such period, the sum of (a) interest income, (b) any extraordinary or non-recurring income or gains (including, whether or not otherwise includable as a separate item in the statement of such consolidated net income for such period, gains on the sales of assets outside of the ordinary course of business), and (c) income tax credits (to the extent not netted from income tax expense) and (ii) any cash payments made during such period in respect of items described in clause (iv) above subsequent to the fiscal quarter in which the relevant non-cash expenses or losses were reflected as a charge in the statement of consolidated net income, all as determined on a consolidated basis, all of the foregoing to be determined by the Board or the Compensation Committee of Parent's board of directors, as applicable, with a view to consistency with management projections disclosed as presented to Parent in the Confidential Management Presentation dated August 2005. For the purposes of determining compensation milestones for any fiscal year, Consolidated EBITDA will be adjusted by the Board or the Compensation Committee of Parent's board of directors, as applicable, as appropriate for material acquisitions or dispositions of any business or assets of or by the Compan...