EBITDA Shortfall definition

EBITDA Shortfall has the meaning set forth in Section 2.6(b)(i).

EBITDA Shortfall means the amount, if any, by which the Final EBITDA Amount is more than three million dollars ($3,000,000) less than the EBITDA Baseline.

EBITDA Shortfall means, for each full or partial fiscal year prior to the date of determination, the amount by which the cumulative Target EBITDA exceeds the cumulative Business Unit EBITDA.

Examples of EBITDA Shortfall in a sentence

• With regard to any EBITDA Shortfall, Parent shall have the option of closing this transaction and applying an offset against the Merger Consideration, as described in Section 3.2 hereof.

• EBITDA Shortfall Payments" has the meaning ascribed thereto in Section 3.5.

• Notwithstanding anything in this Agreement to the contrary, in no event shall the aggregate sum of (i) the EBITDA Shortfall Amount, if any, (ii) the Working Capital Adjustment Amount, if any, plus or minus the amount of any change thereto pursuant to Section 2.3(c), (iii) any Employment Claim(s) actually paid by Seller, if any, and (iv) any Losses actually paid by Seller to Buyer pursuant to Section 12.1, if any, exceed $3,700,000.

• On the other hand, if the Actual Annualized EBITDA is less than the Target Annualized EBITDA (said amount hereinafter referred to as the "EBITDA Shortfall"), then the Base Consideration Amount shall be reduced Three and 20/100 Dollars ($3.20) for every dollar of the EBITDA Shortfall.

• If there is an Adjusted 2008 EBITDA Shortfall which is equal to or in excess of $400,000, the Buyer shall not be entitled to an additional payment.

More Definitions of EBITDA Shortfall

EBITDA Shortfall shall have the meaning set forth in Section 8.3.

EBITDA Shortfall shall be the amount, if any, by which Closing EBITDA is less than Fifteen Million Eight Hundred Thousand Dollars ($15,800,000); provided, however, in no event shall such amount be in excess of Five Hundred Fifty Thousand Dollars ($550,000).

EBITDA Shortfall is defined in 7.2.18.

EBITDA Shortfall. Has the meaning attributed thereto in the definition of “EBITDA Top Up Right” below.

EBITDA Shortfall means, at any time, the amount, if any, of additional Consolidated EBITDA necessary to cause the Loan Parties to be in compliance with Section 6.1 and/or 6.2, as applicable, for the applicable period. Cure Proceeds shall be included in the calculation of Consolidated EBITDA solely for determining compliance with Section 6.1 or 6.2, as applicable, for the Fiscal Quarter to which the cure applies and for the three (3) subsequent Fiscal Quarters following such cure and shall be disregarded and shall not affect the calculation of Consolidated EBITDA for all other purposes, including the calculation of other covenants (including the size of baskets and the calculation of financial covenants on a Pro Forma Basis to determine whether a specified transaction is permitted hereunder) and the calculation of the Applicable Margin (it being understood that (x) there shall be no pro forma reduction of Consolidated Total Debt with the proceeds of any Cure Proceeds with respect to the period of four Fiscal Quarters ending in which such cure has been made (the “Applicable Cure Fiscal Period”), and (y) with respect to each period of four Fiscal Quarters, other than the Applicable Cure Fiscal Period, the reduction of Consolidated Total Debt resulting from the mandatory prepayment of the proceeds of the Cure Proceeds made to pursuant to Section 2.12(e) shall not be disregarded for the purposes of determining the financial covenants in Article VI). The cure rights described in this Section 8.3: (a) may only be exercised four (4) times during the term of this Agreement; and (b) may not be exercised with respect to consecutive Fiscal Quarters. The Borrower shall provide written notice to the Administrative Agent that the cure rights pursuant to this Section 8.3 will be exercised not later than the date that the Borrower is required to deliver the financial information required by Section 5.1(a) or 5.1(b), as applicable, with respect to the fiscal period to which such financial covenant violation relates.

EBITDA Shortfall means that amount which, if included in the calculation of EBITDA for the period with respect to which the Cure Notice has been delivered, would cause the Borrower to be in compliance with the financial covenant set forth in this Section 4.17.1 for such period.

EBITDA Shortfall means the amount by which Holdback Period EBITDA is less than $[CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION].