Historical EBITDA definition

Historical EBITDA means for any period ending prior to the Closing Date the sum of:
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Historical EBITDA means, solely with respect to the calculation of EBITDA for any Underlying Borrower for any purpose hereunder, with respect to any Acquired Start-Up acquired by such Underlying Borrower, the EBITDA of such Person, determined for the period during which such Person continues to satisfy the requirements for an Acquired Start-Up pursuant to the definition thereof, excluding in each case the amount of any pro forma adjustments.
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Historical EBITDA means as of the date of determination the sum of all earnings before interest, taxes, depreciation and amortization of the Company on a consolidated basis during the immediately preceding four consecutive fiscal quarters, as set forth in the books and financial records of the Company; provided, that for purposes of Sections 8.5 only, to the extent any Person has become a Subsidiary of the Company (a "New Subsidiary") at any time during such four consecutive fiscal quarters, each such New Subsidiary shall be included on a pro forma basis as a member of the Group for the entire four consecutive fiscal quarters for purposes of determining Historical EBITDA, and historical EBITDA shall exclude amortization of all intangible assets and additional consideration paid in connection with the acquisition of Prodac GmbH ("Prodac"); and further provided, that for purposes of Section 8.6 only, to the extent that Prodac has become a Subsidiary of the Company prior to April 1, 1997, Prodac shall be included on a pro forma basis as a member of the Group for the entire four consecutive fiscal quarters for purposes of determining Historical EBITDA, and Historical EBITDA shall exclude amortization of all intangible assets and additional consideration paid in connection with the acquisition of Prodac. If the Company fails to obtain new equity financing in excess of $40,000,000 ---------------------------------------------------------------------------- through a public offering or other means prior to March 31, 1997: ----------------------------------------------------------------- . On April 1, 1997, the Company will grant the Noteholders warrants to purchase up to 1,000,000 additional shares of Common Stock of the Company at an exercise price of $7.00 per share (the "New Warrants") on substantially the same terms set forth in the Warrants issued in connection with Note Agreement on August 15, 1995, as amended May 15, 1996. This Summary of Terms is binding upon the parties to the Note Agreement and the Warrants and will operate as an amendment thereto. The parties hereby agree to undertake their best efforts to enter into a Second Amendment Agreement on the terms hereof as soon as possible, which Second Amendment Agreement will supersede this Summary of Terms. The foregoing is hereby accepted as of the date first written above: MAGINET CORPORATION By: /s/ Authorized Signature ------------------------------------------- Name: Title: NEW YORK LIFE INSURANCE COMPANY By: /s/ Aut...
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Examples of Historical EBITDA in a sentence

  • Historical EBITDA is defined as net earnings (loss) before interest expense, income taxes, depreciation and amortization on a historical basis.

  • From September 30, 2021 until March 31, 2022, the Company may at its election use Consolidated Adjusted EBITDA (as defined in the Third Amended Credit Agreement) from the first two quarters of 2019 and fourth quarter of 2019 (the "Historical EBITDA") (instead of actual Consolidated Adjusted EBITDA from the fourth quarter of 2020 and the first two quarters of 2021) to calculate compliance with the Financial Covenants under the Third Amended Credit Agreement.

  • Once the buyout transaction goes through, the buyer’s existing support infrastructure including the accounting department, engineering staff, legal staff, Human Resource department or other professional departments would continue and such professional third-party expenses for similar services would no longer be required to be incurred, therefore, such expenses are to be added back to the Historical EBITDA.

  • So long as the Company elects to use Historical EBITDA to calculate compliance with the Financial Covenants, the minimum liquidity covenant and the Suspension Period pricing terms will remain in effect.

  • One-time professional fees may be required for the set-up of family trusts, HUFs, entity restructuring or insurance claims and since such expenses are non-recurring in nature are to be considered to be added back or subtracted, as the case may be, to the Historical EBITDA.

  • The FMM code makes use of the doParallel package (Corporation and Weston, 2020) to embed paral- lelization for the fitting process.

  • The applicable amounts of the Historical EBITDA were further amended by the Fifth Amended Credit Agreement (as described below).The Company will elect to use Historical EBITDA to calculate compliance with the Financial Covenants for the period ended September 30, 2021 and for the periods ending December 31, 2021 and March 31, 2022.

  • Only shareholders whose names appear on the register of members of the Company as at close of business (6.30pm) on Tuesday 23 May 2023 (or, if the meeting is adjourned, close of business (6.30pm) on the date which is two working days before the date of the adjourned meeting) shall be entitled to vote by proxy and the number of ordinary shares then registered in their respective names shall determine the number of votes such persons are entitled to cast on a poll at the AGM.

  • The Sheffield and Hallamshire Motor Club and Motorsport UK as the governing body is satisfied the event is safe to proceed and agrees to indemnify the Council of all liability.

  • So long as the Company uses Historical EBITDA to calculate the Financial Covenants, the minimum liquidity covenant and the Suspension Period pricing terms will remain in effect.


More Definitions of Historical EBITDA

Historical EBITDA of any Acquisition Candidate means normalized (i.e., after adjustments for non-recurring and similar items) earnings before interest, taxes, depreciation and amortization ("EBITDA") for the twelve month period ending on the Measurement Date of such Proposed Acquisition, it being understood that the Surviving Corporation (or BRS in the case of any Proposed Acquisition consummated prior to Closing) and the Seller Representative shall use their respective best efforts to agree upon the Historical EBITDA of an Acquisition Candidate prior to the date of consummation of such Proposed Acquisition; provided that the parties agree that Historical EBITDA of HSI shall equal $3,271,000; and
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Historical EBITDA means, for any period before the Effective Date, the following attributable to the business activity associated with the assets acquired in the Target Acquisition: net income before tax for such period plus interest expense (net of capitalized interest expense), depreciation expense and amortization expense for such period.
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Historical EBITDA shall have the meaning assigned to such term in the definition of "Consolidated EBITDA".
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Historical EBITDA means the EBITDA for the twelve (12) calendar month period immediately proceeding the month during which the Triggering Date occurred. Notwithstanding the foregoing, the General Partner or the Partnership may prepay the Purchase Price without any penalty.
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Historical EBITDA means the amount set forth in the table below for the applicable fiscal quarter set forth in the table below: FISCAL QUARTER ENDED HISTORICAL EBITDA ----------------------------------------------------------------------------- December 31, 2003 $48,550,000 plus EBITDA for fiscal quarter ended 9-30-03 ----------------------------------------------------------------------------- March 31, 2004 $33,750,000 plus EBITDA for fiscal quarter ended 9-30-03 ----------------------------------------------------------------------------- June 30, 0000 XXXXXX for fiscal quarter ended 9-30-03 -----------------------------------------------------------------------------
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Historical EBITDA means the sum of (i) EBITDA of the Borrower (without giving effect to the Acquisition) equal to the sum of (x) the Borrower’s actual historical EBITDA for the 13 fiscal periods ending immediately prior to the Second Amendment Date, plus (y) a one-time add-back to such EBITDA in an amount not to exceed $2,800,000 in the aggregate for transaction expenses incurred by the Borrower in connection with the Acquisition; plus (ii) EBITDA of the Target equal to the sum of (x) $-596,273 (of which a maximum of $2,042,000 is approved adjustments of the Target’s 2013 actual EBITDA), representing the Target’s actual historical adjusted EBITDA for the twelve months ending June 30, 2014 (with such historical EBITDA amortizing on a period-by-period basis over the initial 13 fiscal periods following the Second Amendment Date), plus (y) a one-time adjustment in connection with synergies resulting from the Acquisition in an amount equal to $7,787,311 (with such one-time adjustment to EBITDA in connection with synergies amortizing over the first four quarters following the Acquisition as follows: (i) for the first fiscal quarter following the Second Amendment Date, the $7,787,311 adjustment will not amortize, (ii) for the second fiscal quarter following the Second Amendment Date, the $7,787,311 adjustment will amortize by an amount equal to $975,000, for an EBITDA synergies adjustment equal to $6,812,311 for such quarter, (iii) for the third fiscal quarter following the Second Amendment Date, the $6,812,311 adjustment will amortize by an amount equal to $2,612,308, for an EBITDA synergies adjustment equal to $4,200,003 for such quarter and (iv) for the fourth fiscal quarter following the Second Amendment Date, the $4,200,003 adjustment will fully amortize by an amount equal to $4,200,003, with no EBITDA synergies adjustment for such quarter), plus (iii) the Additional Approved EBITDA Addbacks. “Historical EBITDA” shall be utilized for the EBITDA calculations as of the Second Amendment Date and for the applicable periods following the Second Amendment Date.
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Related to Historical EBITDA

  • EBITDA means earnings before interest, taxes, depreciation and amortization.

  • Adjusted EBITDA means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication, to the extent the same was deducted in calculating Consolidated Net Income:

  • LTM EBITDA means Consolidated EBITDA of the Company measured for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which consolidated financial statements of the Company are available, in each case with such pro forma adjustments giving effect to such Indebtedness, acquisition or Investment, as applicable, since the start of such four quarter period and as are consistent with the pro forma adjustments set forth in the definition of “Fixed Charge Coverage Ratio.”

  • Combined EBITDA means, for any period, Economic Net Income less, without duplication and to the extent otherwise included in Economic Net Income, (a) (i) performance fees and allocations (other than Realized Incentive Carry and Realized Incentive Fees), (ii) investment income and (iii) non-recurring gains plus, without duplication (including with respect to any item already added back to Combined Segment Net Income in calculating Economic Net Income) and to the extent deducted in arriving at Economic Net Income, (b) (i) depreciation and amortization, (ii) interest expense, (iii) if positive, equity-based compensation, (iv) carry plan compensation expense and minority interests in performance fees, (v) expenses and charges relating to equity or debt offerings, acquisitions, investments and dispositions, (vi) non-recurring expenses, losses and charges, (vii) non-cash expenses and charges and (viii) Realized Incentive Fees; provided that any cash payment made with respect to any non-cash expenses or charges added back in computing Combined EBITDA for any earlier period pursuant to this clause (vii) shall be subtracted in computing Combined EBITDA for the period in which such cash payment is made (in the case of clauses (a)(i), (a)(ii) and (b)(iv), whether positive or negative), in each case determined on a combined segment basis for the Guarantors and Subsidiaries in accordance with GAAP. For purposes of calculating Combined EBITDA for any period of four consecutive fiscal quarters (each, a “Reference Period”), if at any time during such Reference Period (and after the Effective Date) a Guarantor or any of the Subsidiaries shall have made any Material Acquisition or Material Disposition (each as defined below), the Combined EBITDA for such Reference Period shall be calculated after giving pro forma effect thereto as if such Material Acquisition or Material Disposition occurred on the first day of such Reference Period. For purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma

  • Annualized EBITDA means, for the four consecutive quarters ending on each Reporting Date, the Operating Partnership’s Pro Rata Share (as defined below) of earnings before interest, taxes, depreciation and amortization (“EBITDA”), with other adjustments as are necessary to exclude the effect of all realized or unrealized gains and losses related to hedging obligations, items classified as extraordinary items and impairment charges in accordance with generally accepted accounting principles, adjusted to reflect the assumption that (i) any EBITDA related to any assets acquired or placed in service since the first day of such four-quarter period had been earned, on an annualized basis, from the beginning of such period, and (ii) any assets disposed of during such four-quarter period had been disposed of as of the first day of such period and no EBITDA related to such assets had been earned during such period.

  • Property EBITDA means for any property owned by Ventas, Inc. or any of its Subsidiaries as of the date of determination, for any period of time, the net income (loss) derived from such property for such period, before deductions for (without duplication):

  • Annualized Consolidated EBITDA means, for any quarter, the product of Consolidated EBITDA for such period of time multiplied by four (4).

  • Adjusted Consolidated EBITDA means, with respect to the Borrower and the Subsidiaries on a consolidated basis for any period, the Consolidated Net Income of the Borrower and the Subsidiaries for such period plus

  • Pro Forma EBITDA means, for any period, the Consolidated EBITDA of the Issuer and the Restricted Subsidiaries, provided that for the purposes of calculating Pro Forma EBITDA for such period, if, as of such date of determination:

  • TTM EBITDA means, as of any date of determination, EBITDA of Borrower determined on a consolidated basis in accordance with GAAP, for the 12 month period most recently ended.

  • Consolidated Adjusted EBITDA means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication:

  • Adjusted EBITDA Margin means Adjusted EBITDA divided by operating revenue;

  • Target EBITDA means, for each fiscal year, the EBITDA set forth in the operating budget of the Company, as approved by the Board, for the particular year.

  • Consolidated EBITDA means, for any period, the Consolidated Net Income for such period, plus:

  • Consolidated EBITDAR means, for any period, Consolidated EBITDA for such period plus, to the extent deducted in determining Consolidated EBITDA for such period, Consolidated Rental Expense.

  • Adjusted EBIT means, for any accounting period, net income (or net loss) of NAI and its Subsidiaries (determined on a consolidated basis), plus the amounts (if any) which, in the determination of net income (or net loss) for such period, have been deducted for (a) interest expense, (b) income tax expense (c) rent expense under leases of property, and (d) Permitted Non-Cash Charges.

  • Cumulative EBITDA means, as of any date of determination, EBITDA of the Company from the Existing Notes Issue Date to the end of the Company’s most recently ended full fiscal quarter prior to such date, taken as a single accounting period.

  • Consolidated EBITR means, for the Borrower and its Subsidiaries for any period, an amount equal to the sum of (i) Consolidated Net Income for such period, plus (ii) to the extent deducted in determining the Consolidated Net Income for such period (x) Consolidated Interest Expense, (y) income tax expense, and (z) Consolidated Rent Expense, in each case determined on a consolidated basis in accordance with GAAP.

  • Adjusted Net Earnings from Operations means, with respect to any fiscal period of Foamex, the net income of Foamex and its Subsidiaries after provision for income taxes for such fiscal period, as determined in accordance with GAAP on a consolidated basis (excluding the Joint Ventures and the China Joint Venture) and reported on the Financial Statements for such period, excluding any and all of the following included in such net income: (a) gain or loss arising from the sale of any capital assets; (b) gain (or loss) arising from any write-up (or write-down) in the book value of any asset; (c) earnings of any Person, substantially all the assets of which have been acquired by Foamex or any of its Subsidiaries in any manner, to the extent realized by such other Person prior to the date of acquisition; (d) earnings of any Person (other than Foamex Canada and the Mexican Subsidiaries and their respective Subsidiaries) in which Foamex or any of its Subsidiaries has an ownership interest unless (and only to the extent) such earnings shall actually have been received by Foamex or any of its Domestic Subsidiaries in the form of cash distributions; (e) earnings of any Person to which assets of Foamex or any of its Subsidiaries shall have been sold, transferred or disposed of, or into which Foamex or any of its Subsidiaries shall have been merged, or which has been a party with Foamex or any of its Subsidiaries to any consolidation or other form of reorganization, prior to the date of such transaction; (f) gain or loss arising from the acquisition of debt or equity securities of Foamex or any of its Subsidiaries or from cancellation or forgiveness of Debt; and (g) gain or loss arising from extraordinary items, as determined in accordance with GAAP.

  • Consolidated EBITDAX for any period means, without duplication, the Consolidated Net Income for such period, plus the following, without duplication and to the extent deducted (and not added back) in calculating such Consolidated Net Income:

  • Consolidated Net Earnings means, for any period, the net income (loss) of Borrower for such period, as determined on a Consolidated basis and in accordance with GAAP.

  • Adjusted Net Operating Income or “Adjusted NOI” means, for any period, the Net Operating Income of the applicable Hotel Properties for such period, subject to the following adjustments:

  • Net Operating Income With respect to any Mortgaged Property, for any Mortgagor’s fiscal year end, Net Operating Income will be calculated in accordance with the standard definition of “Net Operating Income” approved from time to time endorsed and put forth by CREFC®.

  • Consolidated EBIT means, for any period, the Consolidated Net Income for such period, before interest expense and provision for taxes based on income and without giving effect to any extraordinary gains or losses or gains or losses from sales of assets other than inventory sold in the ordinary course of business.

  • Pro Forma Adjusted EBITDA shall have the meaning assigned to such term in Section 3.05(a).

  • EBITDA Margin means the ratio between (a) EBITDA and (b) total toll and other concession revenues.