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, 2007, December 31, 2008, and December 31, 2009 (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 EBITDA for the Performance Period.

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:

Examples of Performance Period EBITDA in a sentence

The “Financial Performance Component” shall mean, for any Performance Period, EBITDA or other performance targets established by the Administrator.
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.
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.
No Incentive Award will be paid if the Performance Period EBITDA is less than the low target of $ million and no increase to the Incentive Award will be made for cumulative earnings before interest, taxes, depreciation and amortization above the high target of $ million.

More Definitions of Performance Period EBITDA

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.

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: