Performance Period EBITDA definition

Performance Period EBITDA means the Company’s cumulative earnings before interest, taxes, depreciation and amortization, for the three fiscal years of the Company ending December 31, 2011, December 31, 2012, and December 31, 2013 (the “Performance Period EBITDA”), all as confirmed by the Company’s Chief Financial Officer and the Chairman of the Compensation Committee (“Committee”); provided, however, that extraordinary, unusual or infrequently occurring events and transactions, may, in the sole discretion of the Committee, be excluded pursuant to the Plan in such determination.
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Performance Period EBITDA means the cumulative Adjusted EBITDA over the Performance Period.
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Performance Period EBITDA means the earnings of the Final Surviving Entity and its Subsidiaries (on a consolidated basis) from operations during the Performance Period before interest, taxes, depreciation and amortization, calculated as if the Final Surviving Entity and its Subsidiaries were being operated as a separate and independent corporation as adjusted by Schedule 2.11(b), plus, to the extent they would otherwise result in a reduction of Performance Period EBITDA, the following items: (a) any costs incurred by the Final Surviving Entity and its Subsidiaries after the Effective Time associated with SEC or stock exchange reporting requirements in excess of all legal and accounting fees incurred by the Company and its Subsidiaries during the same period in 2009 other than those incurred in connection with the Merger that would not otherwise have been incurred in the normal course of business, (b) legal, advisory and accounting expenses incurred in connection with the Merger during the Performance Period that would not otherwise have been incurred in the normal course of business, (c) any costs and expenses paid or accrued for Parent Content Delivery Network Services and (d) insurance costs incurred to purchase policies required by Section 6.23 (excluding any costs of Parent under Section 6.23(f)); provided, however that, in the event Performance Period EBITDA as calculated herein exceeds $14,000,000, it shall be deemed to be $14,000,000 for all purposes of and under this Agreement. Performance Period EBITDA shall be determined in accordance with GAAP as determined by the firm of independent certified public accountants engaged by Parent for purposes of its 2010 audit. In determining Performance Period EBITDA: (1) Performance Period EBITDA shall not include any gains, losses or profits realized from the sale of any assets other than in the ordinary course of business; and (2) other than included in clause (a) of this definition, no deduction shall be made for any management fees, general overhead expenses or other intercompany charges, of whatever kind or nature, charged by Parent to the Final Surviving Entity.
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Examples of Performance Period EBITDA in a sentence

  • Segment EBITDA shall mean, for the Performance Period, EBITDA for each business unit (reportable segments and other businesses).

  • The “Financial Performance Component” shall mean, for any Performance Period, EBITDA or other performance targets established by the Administrator.

  • Cash Flow shall mean, for the Performance Period, EBITDA for consolidated worldwide operations (including minority interests), plus or minus changes in current receivables, inventories, and current accounts payable and accrued expenses, less consolidated worldwide capital expenditures.

  • EBITDA Growth Rate for Performance Period EBITDA Growth Factor EBITDA Growth Achievement Percentage Less than 3.0%/year 1.0600 0 % 3.0%/year 1.0600 25 % 6.0% /year 1.1200 100 % 9.0%/year or Greater 1.1800 or Greater 200 % If the Company’s EBITDA Growth Factor during the Performance Period is between two achievement levels, the EBITDA Growth Achievement Percentage shall be determined by linear interpolation between the applicable achievement levels.

  • Segment EBITDA shall mean, for the Performance Period, EBITDA for each business unit (reportable segments and other businesses), excluding any gains or losses resulting from changes in foreign exchange rates during the Performance Period, if applicable.

  • The number of Restricted Units that the Employee shall be entitled to on the Full Vesting Date under this Restricted Stock Unit Award shall be based on the cumulative Company's earnings before interest, taxes, depreciation and amortization ("EBITDA") goal during the Performance Period, measured against a Performance Period EBITDA Target of $ 477 million.

  • High Target $ million $[ ] Middle Target $ million $[ ] Low Target $ million $[ ] If the Performance Period EBITDA falls between any target amounts, the amount of Participant’s Incentive Award is calculated proportionately between the two nearest target levels.

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  • The Performance Period Statement shall fairly and accurately present the Performance Period EBITDA and the Performance Period Revenue; all calculated in accordance with this Agreement.


More Definitions of Performance Period EBITDA

Performance Period EBITDA means the Performance Period EBITDA and “Performance Period Revenue” shall mean the Performance Period Revenue, each as set forth in the Performance Period Statement delivered by Parent pursuant to Section 2.11(c)(i). In the event that the Stockholder Representative shall deliver a Performance Period Notice of Dispute pursuant to Section 2.11(c)(ii), then Parent and the Stockholder Representative shall use their respective commercially reasonable efforts to resolve all disputed items and amounts set forth in the Performance Period Notice of Dispute pursuant to good faith negotiations. In the event that Parent and the Stockholder Representative shall reach agreement, within fifteen (15) calendar days following Parent’s receipt of a Performance Period Notice of Dispute, on all disputed items and amounts set forth in such Performance Period Notice of Dispute, then for all purposes of and under this Agreement, “Performance Period EBITDA” shall mean the Performance Period EBITDA and “Performance Period Revenue” shall mean Performance Period Revenue, each as agreed upon by Parent and the Stockholder Representative. In the event that Parent and the Stockholder Representative are unable to reach agreement, within fifteen (15) calendar days following Parent’s receipt of a Performance Period Notice of Dispute, on all of the disputed items or amounts set forth in a Performance Period Notice of Dispute, then:
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Performance Period EBITDA means the Performance Period EBITDA and “Performance Period Revenue” shall mean Performance Period Revenue, each as agreed upon by Parent and the Stockholder Representative. In the event that Parent and the Stockholder Representative are unable to reach agreement, within fifteen (15) calendar days following Parent’s receipt of a Performance Period Notice of Dispute, on all of the disputed items or amounts set forth in a Performance Period Notice of Dispute, then:
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Related to Performance Period EBITDA

  • Performance Measurement Period has the meaning set forth in Section 3.1(e)(ii).

  • Performance Year means the calendar year prior to the year in which an Annual Award is made by the Committee.

  • Performance Period means the one or more periods of time, which may be of varying and overlapping durations, as the Committee may select, over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s right to, and the payment of, a Performance-Based Award.

  • Performance Target means the level of performance expected of the HSP in respect of a Performance Indicator or a Service Volume. “person or entity” includes any individual and any corporation, partnership, firm, joint venture or other single or collective form of organization under which business may be conducted.

  • 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.”

  • Performance Targets means the specific objective goal or goals (which may be cumulative and/or alternative) that are timely set in writing by the Committee for each Executive for the Performance Period in respect of any one or more of the Business Criteria.

  • Performance Cycle means one or more periods of time, which may be of varying and overlapping durations, as the Administrator may select, over which the attainment of one or more Performance Criteria will be measured for the purpose of determining a grantee’s right to and the payment of a Restricted Stock Award, Restricted Stock Units, Performance Share Award or Cash-Based Award, the vesting and/or payment of which is subject to the attainment of one or more Performance Goals. Each such period shall not be less than 12 months.

  • 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.

  • Performance Measure means one or more of the following selected by the Committee to measure Company, Affiliate, and/or business unit performance for a Performance Period, whether in absolute or relative terms (including, without limitation, terms relative to a peer group or index): basic, diluted, or adjusted earnings per share; sales or revenue; earnings before interest, taxes, and other adjustments (in total or on a per share basis); basic or adjusted net income; returns on equity, assets, capital, revenue or similar measure; economic value added; working capital; total shareholder return; and product development, product market share, research, licensing, litigation, human resources, information services, mergers, acquisitions, sales of assets of Affiliates or business units. Each such measure shall be, to the extent applicable, determined in accordance with generally accepted accounting principles as consistently applied by the Company (or such other standard applied by the Committee) and, if so determined by the Committee, and in the case of a Performance Compensation Award, to the extent permitted under Code Section 162(m), adjusted to omit the effects of extraordinary items, gain or loss on the disposal of a business segment, unusual or infrequently occurring events and transactions and cumulative effects of changes in accounting principles. Performance Measures may vary from Performance Period to Performance Period and from Participant to Participant, and may be established on a stand-alone basis, in tandem or in the alternative.

  • 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.

  • Performance Milestone means an act or event specified in section 5.1 and described in section 9 of the EPLA.

  • Payout Period means the time frame during which certain benefits payable hereunder shall be distributed. Payments shall be made in monthly installments commencing on the first day of the month following the occurrence of the event which triggers distribution and continuing for a period of one hundred eighty (180) months. Should the Executive make a Timely Election to receive a lump sum benefit payment, the Executive's Payout Period shall be deemed to be one (1) month.

  • Performance Metrics means criteria established by the Administrator relating to any of the following, as it may apply to an individual, one or more business units, divisions, or Affiliates, or on a company-wide basis, and in absolute terms, relative to a base period, or relative to the performance of one or more comparable companies, peer groups, or an index covering multiple companies:

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

  • Performance Factor means any matter that could or will significantly affect a party’s ability to fulfill its obligations under this Agreement;

  • Baseline Period means the period used to determine the baseline emission rate for each regulated pollutant under OAR 340 division 222.

  • 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:

  • Performance Cash means any cash incentives granted pursuant to Article 9 payable to the Participant upon the achievement of such performance goals as the Committee shall establish.

  • 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.

  • Performance Goal means a performance goal established by the Committee pursuant to Section 10.3.

  • Performance Objective means a standard established by the Committee to determine in whole or in part whether a Performance Award shall be earned.

  • 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.

  • Award Period means the period beginning on an Award Date and ending on the expiration date of such Award.

  • Qualifying Performance Criteria means any one or more of the following performance criteria, either individually, alternatively or in any combination, applied to either the Company as a whole or to a business unit, Parent, Subsidiary or business segment, either individually, alternatively or in any combination, and measured either annually or cumulatively over a period of years, on an absolute basis or relative to a pre-established target, to previous years’ results or to a designated comparison group, and on a pre-tax or after-tax basis, in each case as specified by the Committee in the Award: (i) cash flow (including operating cash flow or free cash flow); (ii) earnings (including gross margin, earnings before interest and taxes, earnings before taxes, and net earnings); (iii) earnings per share; (iv) growth in earnings or earnings per share; (v) stock price; (vi) return on equity or average stockholders’ equity; (vii) total stockholder return; (viii) return on capital; (ix) return on assets or net assets; (x) return on investment; (xi) revenue; (xii) income or net income; (xiii) operating income or net operating income; (xiv) operating profit or net operating profit; (xv) operating margin; (xvi) return on operating revenue; (xvii) market share; (xviii) contract awards or backlog; (xix) overhead or other expense reduction; (xx) growth in stockholder value relative to the moving average of the S&P 500 Index or a peer group index; (xxi) credit rating; (xxii) strategic plan development and implementation (including individual performance objectives that relate to achievement of the Company’s or any business unit’s strategic plan); (xxiii) improvement in workforce diversity; (xxiv) expenses; (xxv) economic value added; (xxvi) product quality; (xxvii) number of customers; (xxviii) objective customer indicators; (xxix) customer satisfaction; (xxx) new product invention or innovation; (xxxi) profit after taxes; (xxxii) pre-tax profit; (xxxiii) working capital; (xxxiv) sales; (xxxv) advancement of the Company’s product pipeline; (xxxvi) consummation of strategic transactions; (xxxvii) reduction in cash utilization; and (xxxviii) addition of technologies and products. The Committee may appropriately adjust any evaluation of performance under a Qualifying Performance Criteria to exclude any of the following events that occurs during a performance period: (A) asset write-downs; (B) litigation or claim judgments or settlements; (C) the effect of changes in tax law, accounting principles or other such laws or provisions affecting reported results; (D) accruals for reorganization and restructuring programs; and (E) any gains or losses classified as extraordinary or as discontinued operations in the Company’s financial statements.

  • Measurement Period shall have the meaning specified in Section 14.01(b)(i).

  • Performance Cash Award means an award of cash granted pursuant to the terms and conditions of Section 6(c)(ii).