Definition of Post-Merger EBITDA


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").
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Examples of Post-Merger EBITDA in a sentence

Earn-Out shall be paid as follows: if the Post-Merger EBITDA of an Earn-Out Period is at least equal to $125,000, each Shareholder shall receive a cash payment equal to the product of their percentage ownership interest of all the outstanding shares of Seller immediately prior to the Closing multiplied by $100,000.
The Additional Earn-Out shall be paid as follows: to the extent that the Post-Merger EBITDA for each applicable Additional Earn-Out Period is at least equal to $125,000, each Shareholder shall receive a cash payment equal to the product of their percentage ownership interest of all the outstanding shares of Seller immediately prior to the Closing multiplied by the Earn-Out Amount, as defined in Section 1.3(c), for each applicable Deficient Period.
Promptly following Bridgeline Software's determination of such Post-Merger EBITDA for an Earn-Out Period or Additional Earn-Out Period, Bridgeline Software shall deliver the Income Statement to each Shareholder, which shall include a statement of the total amount owed to each Shareholder, if any, based on the calculation set forth above (each Income Statement and each such accompanying statement of the Earn-Out Amount, if any, are collectively referred to herein as the "Earn-Out Notice").