Earnout EBITDA definition

Earnout EBITDA means the earnings before interest, taxes, depreciation and amortization of Buyer, taken as a whole, during the Earnout Period, as determined in accordance with GAAP.

Earnout EBITDA shall have the meaning set forth in Section 5.2(c)(i).

Earnout EBITDA means the aggregate facility-level EBITDA of the eight facilities of the Business for the Earnout Period, calculated (i) in accordance with GAAP and (ii) in a manner consistent with the sample calculation of Earnout EBITDA (using the aggregate facility-level EBITDA for the twelve months ending December 31, 2014 attached as Schedule 8.1(a).

Examples of Earnout EBITDA in a sentence

• Unfortunately, the birth certificate data provides data on only one covariate—insurance status—and we have added that in the revised analysis.

• In the event that Buyer is required to make an Earnout Issuance pursuant to Section 1(a) of this Exhibit G, such Earnout Issuance shall be made in full no later than ten (10) days following the date on which the determination of Earnout EBITDA for the Earnout Period becomes final and binding upon the Parties as provided in this Section 3 of this Exhibit G (including any final resolution of any Disputed Earnout Items raised by Seller Representative in an Earnout Dispute Notice).

• The VAG business did not attain the Earn-out EBITDA metrics defined in the sale agreement for the fiscal year ended March 31, 2019.

• The sale agreement provides for the Company to potentially receive contingent consideration of up to an additional $20.0 million based on, and subject to, the VAG business attainment of Earn-out EBITDA, as defined in the sale agreement, in the Company's fiscal years ended March 31, 2019, and ending March 31, 2020 and 2021.

• The Earnout Payment for fiscal 2006 shall be paid to Hercules within thirty (30) days after the amount of the Earnout EBITDA has been determined in accordance with this Section 5.

More Definitions of Earnout EBITDA

Earnout EBITDA means an amount equal to the “EBITDA” line item on the income statement constituting a part of the final Earnout Statement; provided, however, that, for purposes of this Agreement, such line item shall be adjusted (a) to exclude (i) the portion of the premium for the Environmental Insurance Policy payable or paid by the Company, and (ii) any management fees paid by the Company to any Affiliate of the Company, and (b) as described in the attached Exhibit B.

Earnout EBITDA means with respect to any designated period of time, the earnings before interest, income taxes, depreciation and amortization of Forum and its Subsidiaries (including the Target Companies) on a consolidated basis, for such period, as determined in accordance with the methodology for calculating “Consolidated EBITDA” (including all “add-backs” and adjustments provided therein) (but subject to the Measurement Methodologies (as defined in the Merger Agreement)) set forth in that certain term loan agreement, dated as of June 20, 2017, as amended and supplemented through November 30, 2017, by and among, inter alia, Converge One Holdings Corp., C1 Intermediate Corp., the lenders party thereto and JPMorgan Chase Bank, N.A., whether or not such term loan agreement remains in effect as of any date of calculation.

Earnout EBITDA shall refer to either the 2007 Earnout EBITDA or the 2008 Earnout EBITDA as determined in accordance with Schedule 1.9 hereof.

Earnout EBITDA means the EBITDA of Parent for the relevant period, excluding any expenses incurred in connection with the transactions contemplated by this Agreement and excluding any EBITDA contributions from, and any corresponding costs, including acquisition costs, associated with, any acquisitions consummated by Parent or any of its Subsidiaries subsequent to the Closing Date.

Earnout EBITDA has the meaning set forth on Schedule 2.9.

Earnout EBITDA means, for an Applicable Period, the Earnout Revenue for such Applicable Periodless operating and other expenses associated with such Earnout Revenue (other than interest expense, income tax expense, depreciation expense and amortization expense), all as determined in accordance with the parameters of Schedule 2.4(a)(iii).

Earnout EBITDA means, for an Applicable Period, the Earnout Revenue for such Applicable Period less operating and other expenses associated with such Earnout Revenue (other than interest expense, income tax expense, depreciation expense and amortization expense), all as determined in accordance with the parameters of Schedule 2.4(a)(iii).