Covenant EBITDA definition

Covenant EBITDA means the calculation of the “EBITDA” metric specified by VodafoneZiggo’s debt agreements.

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Covenant EBITDA has the meaning set forth in Section 2.21.

Covenant EBITDA means the EBITDA for the twelve-month period shown on the Earn-Out Statement for the applicable month, subject to the following adjustment (the “Force Majeure Adjustment”): At any time prior to the 15th day after receipt of an Earn-Out Statement that may have been affected by an Force Majeure Event, the Sellers’ Representative may request that Calavo revise the Covenant EBITDA based on such Force Majeure Event (“Adjustment Request”) by sending written notice to Calavo that a Force Majeure Event has occurred and the nature of the Force Majeure Event. Calavo and the Sellers’ Representative will attempt in good faith for a period of 30 days after the Adjustment Request to determine the EBITDA for such period as if the Force Majeure Event identified in the Adjustment Request had not occurred. If Calavo and Sellers’ Representative cannot mutually agree upon an adjusted EBITDA number for such period, the matter shall be submitted to an Independent Accounting Firm as set forth in Section 2.15. Force Majeure Adjustments pursuant to the above shall be made for the twelve-month period ending with the month for which the Sellers’ Representative made the Adjustment Request and the twelve-month periods ending on the last day of the five months following such month (six months in total).

Examples of Covenant EBITDA in a sentence

• The calculation of the adjustments described above and the Covenant EBITDA Amounts shall be agreed between the Company and the Agent, acting in good faith, no later than 5 Business Days after an Applicable Disposition, and (i) a revised table showing the “Minimum Consolidated Adjusted EBITDA” for each applicable period shall be posted to the Lenders and (ii) the calculations showing the determination of such revised amounts shall be posted to the private-side Lenders.

• Permit the ratio of (i) Covenant EBITDA for any period of four Fiscal Quarters ending on or after December 31, 2004, to (ii) the Cash Interest Expense of the Borrower and its Consolidated Subsidiaries for such period to be less than 1.00 to 1.00.

• Notwithstanding the foregoing, Consolidated Financial Covenant EBITDA for the quarterly period ending December 31, 2014 shall be $17,200,000.

• The Notes Guarantor will not permit the Covenant Net Debt to Covenant EBITDA Ratio of the Notes Guarantor measured semi-annually on the dates set forth below to exceed the corresponding ratio set forth below: (i) 5.00 to 1.00, measured on December 31, 2017 and June 30, 2018; (ii) 4.25 to 1.00, measured on December 31, 2018 and June 30, 2019; (iii) 3.50 to 1.00, measured on December 31, 2019 and June 30, 2020; and (iv) 3.00 to 1.00, measured on December 31, 2020 and semi-annually thereafter.

• In addition, any calculation of Covenant EBITDA (other than in the financial covenants pursuant to Section 8.14,) in respect of any Calculation Date shall be for the most recently ended four (4) quarter period for which quarterly or annual financial statements have been delivered or are required to be delivered pursuant to Section 7.01(a) or (b).

More Definitions of Covenant EBITDA

Covenant EBITDA means, for any period, the amount equal to: (i) net income (loss); plus (ii) financial results net; plus (iii) income tax and social contribution; plus

Covenant EBITDA means, (a) as of the end of a fiscal quarter before 2007, EBITDA and (b) thereafter, Parent’s consolidated net income after taxes for the twelve months ending with such quarter adjusted as follows: plus (A) the sum of the amounts for such twelve month period included in determining such net income of (i) interest expense, (ii) income tax expense, (iii) depreciation expense, (iv) amortization expense and (v) extraordinary non-cash losses and charges and other non-recurring non-cash losses and charges; and

Covenant EBITDA means, as to any fiscal quarter, an amount as determined according to the calculation set forth opposite such fiscal quarter in the table below:

Covenant EBITDA means EBITDA as defined in the Pre-export

Covenant EBITDA means the Z Energy Group’s EBITDA excluding abnormal items, profits and losses on the sale of fixed assets or investments, non-cash equity accounted profits and losses and unrealised exchange gains and losses, calculated on a Current Cost basis.

Covenant EBITDA means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period plus (without duplication):

Covenant EBITDA means the greater of (i) EBITDA, determined as of the date of the end of the fiscal quarter for the period consisting of the previous four fiscal quarters relating to the applicable Compliance Certificate, and (ii) EBITDA, determined as of the date of the end of the fiscal quarter relating to the applicable Compliance Certificate for such quarter, multiplied by four (4). “Qualified IPO” means a direct or indirect listing transaction on a recognized securities exchange including, but not limited to, an IPO (as defined in Section 4.4), a transaction with a special purpose acquisition company, plan of arrangement, amalgamation, direct listing, reverse take-over or other business combination pursuant to which the securities of the Borrower, or any resulting issuer or parent entity thereof, are listed on a stock exchange with gross proceeds resulting from, or in connection with, such transaction, or from any subsequent private investment in public equity or other arrangement, to any such entity of at least Forty-Five Million U.S. Dollars (USD $45,000,000) (such amount, the “Minimum Raise”); provided that, any proceed received by the Borrower, Holdings or the Parent in connection with such transaction prior to the date of the First Amendment to the Loan and Security Agreement shall not be included as part of the Minimum Raise.