Definition of Post-Merger EBITDA

  1. Post-Merger EBITDA means the sum of (a) net income of the Seller Business (as defined below) earned during an Earn-Out Period or Additional Earn-Out Period, as the case may be, and (b) interest expenses, taxes, depreciation and amortization of the Seller Business during such Earn-Out Period or Additional Earn-Out Period, exclusive of any corporate overhead allocation in an amount not to exceed 11% of the revenue of the Denver Business Unit or corporate marketing allocation in an amount not to exceed 4% of revenue of the Denver Business Unit, each as determined in accordance with generally accepted accounting principals consistently applied ("GAAP").

Definition of Post-Merger EBITDA in Plan of Merger

Post-Merger EBITDA means the sum of (a) net income of the Seller Business (as defined below) earned during an Earn-Out Period or Additional Earn-Out Period, as the case may be, and (b) interest expenses, taxes, depreciation and amortization of the Seller Business during such Earn-Out Period or Additional Earn-Out Period, as determined in accordance with generally accepted accounting principals consistently applied ("GAAP").


Definition of Post-Merger EBITDA in Agreement and Plan of Merger

Post-Merger EBITDA means the sum of (a) net income of the Seller Business (as defined below) earned during an Earn-Out Period or Additional Earn-Out Period, as the case may be, and (b) interest expenses, taxes, depreciation and amortization of the Seller Business during such Earn-Out Period or Additional Earn-Out Period, exclusive of any corporate overhead allocation in an amount not to exceed 11% of the revenue of the Denver Business Unit or corporate marketing allocation in an amount not to exceed 4% of revenue of the Denver Business Unit, each as determined in accordance with generally accepted accounting principals consistently applied ("GAAP").