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.
Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.
Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.
Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).
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.
EBITDA means earnings before interest, taxes, depreciation and amortization.
Parent Closing Price means the volume weighted average closing trading price of a share of Parent Common Stock on Nasdaq for the five consecutive trading days ending five trading days immediately prior to the date upon which the Merger becomes effective.
Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).
Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.
Closing Cash Amount has the meaning set forth in Section 2.2.
Estimated Closing Cash has the meaning set forth in Section 2.4(a).
Pre-Closing Period means any taxable period ending on or before the Closing Date.
Post-Closing Period means any taxable period (or portion thereof) beginning after the Closing Date.
Closing Cash means the amount of Cash determined as of the close of business on the Closing Date.
Closing Level : means the official daily Closing Level of the Index as published by the Index Sponsor in relation to each Scheduled Trading Day during the Investment Term.
Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).
Initial Closing Price means the RI Closing Value of a Reference Item on the Strike Date
Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.
Final Closing Cash shall have the meaning set forth in Section 2.11(g).
Property EBITDA means for any property owned by Ventas, Inc. or any of its Subsidiaries as of the date of determination, for any period of time, the net income (loss) derived from such property for such period, before deductions for (without duplication):
EBIT means, for any period, the net income of the Company and its Subsidiaries on a Consolidated basis for such period plus each of the following with respect to the Company and its Subsidiaries on a Consolidated basis to the extent utilized in determining such net income: (a) Interest Expense and (b) provision for taxes.
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.”
Closing Net Working Capital means the Net Working Capital as of the open of business on the Closing Date.
Final Closing Working Capital has the meaning set forth in Section 2.5(d).
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:
Closing Date Business Plan means the set of Projections of Borrowers for the 3 year period following the Closing Date (on a year by year basis, and for the 1 year period following the Closing Date, on a month by month basis), in form and substance (including as to scope and underlying assumptions) satisfactory to Agent.