Exit EBITDA definition

Exit EBITDA means, as of any determination date, the trailing twelve-month EBITDA of the Corporation as of the most recent prior quarter end; provided, however, that in the event of a Platform Change of Control, Transfer Event or the exercise of the Option to Purchase prior to the twelve-month anniversary of the Effective Date, “Exit EBITDA” shall instead be calculated on a pro rata basis using the EBITDA of the Corporation for the number of full months elapsed since the Effective Date and an amount equal to 1/12th of the Sustainable EBITDA per month for the balance of the 12 month period. By way of example only, assuming a closing of the relevant Change of Control on December 31, 2026 and assuming an Effective Date of September 30, 2026, Exit EBITDA shall instead be calculated on a pro rata basis using (x) three full months of actual EBITDA of the Corporation and its subsidiaries and (y) nine-twelfths (9/12) of Sustainable EBITDA;
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Examples of Exit EBITDA in a sentence

  • The aggregate purchase price for the Minority Shareholder’s Shares will be an amount equal to the Minority Shareholder’s Percentage Interest of Exit EBITDA as of the date of delivery of the Purchase Notice, multiplied by the Original Multiple, which shall be payable by way of cheque, wire transfer or other form of immediately available funds in full on the Closing Date.

  • The calculation of Exit EBITDA in connection with a Transfer Event or an Option to Purchase shall be derived from the audited financial statements of the Corporation and shall be final, binding and conclusive on the parties.

  • In connection with the delivery of a Purchase Notice in connection with a Transfer Event or a notice pursuant to Section 7.3 to exercise the Option to Purchase, the Investor Shareholder shall prepare and deliver to the Minority Shareholder a written statement (the “EBITDA Statement”) setting forth in reasonable detail the calculation of Exit EBITDA.