Incremental EBITDA definition

Incremental EBITDA means, (i) as to any Person which becomes a Subsidiary (an “Acquired Subsidiary”) as a result of an acquisition by the Borrower or a Subsidiary of such Acquired Subsidiary, EBITDA of such Person for the four full quarters ending immediately prior to the acquisition of such Acquired Subsidiary, or (ii) in regard to the acquisition of all or substantially all of the business or assets of any Person or the operating division or business unit of any Person (an “Acquired Asset”) by the Borrower or a Subsidiary, EBITDA with respect to the Acquired Asset for the four full quarters ending immediately prior to the acquisition of such Acquired Asset, as reasonably determined by the Borrower and reasonably acceptable to the Administrative Agent.

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Incremental EBITDA for any fiscal period and with respect to any Acquired Person which is the subject of a Permitted Acquisition, that portion of EBITDA for such fiscal period that the Borrower reasonably projects in good faith will be generated as a result of the consummation of such Permitted Acquisition.

Incremental EBITDA means the amount, if any, by which EBITDA for the applicable fiscal year exceeds EBITDA for the prior fiscal year.

Examples of Incremental EBITDA in a sentence

• Pro forma adjustment for acquisitions during Subject Period $ Identify acquisition and indicate Incremental EBITDA $ Identify acquisition and indicate Incremental EBITDA $ B.

• The Bonus for the 2016 fiscal year shall consist of (i) an amount equal to 1% of Incremental EBITDA (as defined below) plus (ii) an amount equal to 2% of Incremental Gross Profit (as defined below).

• All acquisition and expansion opportunities shall be subject to the prior approval of Castle; provided that if any acquisition or expansion constitutes a CDC Approved Expansion, the results of operations, costs of capital and Castle West Debt arising from such CDC Approved Expansion shall be excluded from all calculations of Adjusted EBITDA, Adjusted Aggregate EBITDA, Incremental EBITDA, EBITDA, EBTDA, Incentive Payments, Holdings Old Value, Holdings New Value and Castle West Debt hereunder.

• The Annual Earnout Payment shall be for an amount equal to (A) three times the Incremental EBITDA (as defined below) of the Practice for such Earnout Period, minus (B) the aggregate amount of any Annual Earnout Payments paid to Seller in all previous Earnout Periods.

More Definitions of Incremental EBITDA

Incremental EBITDA of an acquired company is equal to (x) the amount of EBITDA of the acquired company for the Earnout Quarter for which the calculation is being made, minus (y) the amount of EBITDA of the acquired company for the most recent full three month period that preceded the Purchaser's acquisition of the new company; "Incremental EBITDA" of a new company is the entire amount of EBITDA of the new company for the Earnout Quarter for which the calculation is being made. Notwithstanding the foregoing, if the incremental EBITDA of the acquired or new company is less than zero, it will not be added to the EBITDA of the Purchaser for purposes of this Exhibit 3.3.

Incremental EBITDA means the difference between (i) the 2021 EBITDA minus (ii) the Signing LTM EBITDA.

Incremental EBITDA has the meaning set forth in the Future Consideration Schedule.

Incremental EBITDA of an entity means the EBITDA of such entity for the most recent four fiscal quarters. For this purpose: EBITDA means an amount equal to the sum of (a) Net Income, (b) Interest Charges, (c) the amount of taxes, based on or measured by income, used or included in the determination of such Net Income, and (d) the amount of depreciation and amortization expense deducted in determining such Net Income.

Incremental EBITDA of an entity means the EBITDA of such entity for the most recent four fiscal quarters. For this purpose:

Incremental EBITDA as defined in Section 8.1(c) hereof, subject to the limitations contained in Section 6.2.

Incremental EBITDA for any fiscal year means the increase in Adjusted EBITDA for such fiscal year over the Adjusted EBITDA for the previous fiscal year.