Proforma EBITDA definition

Proforma EBITDA means in relation to a business or company, the proforma consolidated profits on ordinary activities before taxation of that business or company, adjusted in accordance with paragraphs (a) to (f) (inclusive) of the definition of Consolidated EBITDA, applied mutatis mutandis to that business or company. Pro rata Share means:

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Proforma EBITDA means, in respect of any Relevant Period, EBITDA in respect of such Relevant Period:

Proforma EBITDA means with respect to an Acquired Company and with respect to any fiscal period, the earnings before taxes, interest, depreciation and amortization of that Acquired Company (determined in conformity with the definition of "EBITDA") for that fiscal period adjusted to exclude as an expense any expense item that has been eliminated and not replaced as a result of the Acquisition (excluding expense reductions attributable to general increases in efficiency, scale of operations, etc.).

Examples of Proforma EBITDA in a sentence

• However, the Board of Directors, acting on its own behalf or through its Compensation Committee to whom it has delegated the authority to administer the Plan, retains the right not to include the impact of certain events in the calculation of Proforma Earnings Per Share and/or Proforma EBITDA when, in the opinion of the Board of Directors or the Compensation Committee, the inclusion of this impact would not accurately reflect the operating performance of the Company.

• Maintain on a consolidated basis at each fiscal quarter-end during the Term hereof, a ratio of Consolidated Adjusted Total Funded Debt to Consolidated Proforma EBITDA Cash Flow (determined for the twelve-month period ending on the date of any such calculation) of not more than: (a) 4.00 to 1.0 for each quarter-end occurring on or before June 30, 2000, and (b) 3.50 to 1.0 for quarters ending after June 30, 2000 through the remainder of the Term hereof.

• Maintain on a consolidated basis at each fiscal quarter-end during the Term hereof, a ratio of Consolidated Adjusted Total Funded Debt to Consolidated Proforma EBITDA Cash Flow (determined for the twelve-month period ending on the date of any such calculation) of not more than: (a) 4.00 to 1.0 for each quarter-end occurring on or before March 31, 1999, and (b) 3.50 to 1.0 for quarters ending after March 31, 1999 through the remainder of the Term hereof.

• If the Company's Proforma EBITDA in any rolling --------------- four quarter period equals 50% or less than the Private Placement Plan, then the consent of Parthenon will be required for the approval of the Company's annual operations and capital budget for the subsequent year.

• Any Subtitle D municipal solid waste landfill acquired by the Borrowers and the Agent and Majority Banks have approved the inclusion of Proforma Cash Savings with respect thereto in Proforma EBITDA.

• On or before April 30, 2020, Purchaser shall deliver to the Stockholder a calculation (the “Earnout Calculation”) setting forth the Company Business EBITDA for the twelve-month period ending on December 31, 2019 (the “Measurement Period”), and the School Proforma EBITDA.

• As at the end of any fiscal quarter of the Borrowers, the ratio of (a) Funded Debt to (b) Proforma EBITDA for the four fiscal quarters ending on such date.

• The Option becomes vested as to the remaining fifty percent (50%) of the shares purchasable pursuant to the Option upon the achievement of fifty percent (50 %) growth on 2011 Proforma EBITDA (based on a trailing twelve month period) if the Optionee has been providing Services (as defined below) to the Company or any of its Affiliates or Service Providers continuously from the Grant Date.

• At the time of the making of any Material Acquisition and at the end of any fiscal quarter commencing June 30, 1997, the ratio of (a) Funded Debt to (b) Proforma EBITDA shall not exceed 3.75:1; and shall not exceed 3.50:1 for any two consecutive quarters.

• The pro forma ratio of Consolidated Total Debt of the Borrower and its consolidated subsidiaries to Tranche C Funding Date Adjusted Proforma EBITDA shall not exceed 3.50 to 1.0.

More Definitions of Proforma EBITDA

Proforma EBITDA means, with respect to the applicable calendar year, Consolidated Cash Flow for such year (as defined in the Indenture, dated March 17, 1997, by and between Nortek, Inc. and State Street Bank and Trust Company (the "Indenture"), with respect to the 9 1/4% Senior Notes due March 15, 2007 (without regard to clause (vi) thereof) plus the sum of (A) any management fee paid by Employer or any of its subsidiaries to Kelso & Company, L.P. or any of its affiliates during ▇▇▇▇ year, (B) any fees and expenses paid by the Employer in connection with the consummation of the Transactions during such year, (C) any expense to the Employer during such year, as determined under GAAP (as defined in the Indenture) that is incurred as a result of the Transactions and arises from the obligations contained in either Section 10 of this Agreement or the Nortek, Inc. Supplemental Executive Retirement Plan (the "SERP") (including as a result of Section 2(e) hereof), in each case, solely to the extent such expense reduces Consolidated Net Income (as defined in the Indenture) and (D) any other extraordinary and non-recurring charges paid during such year (Clauses (A) through (D) referred to herein as the "Add Back Expenses"). Exhibit B attached hereto lists the EBITDA Targets for each calendar year in the Second Period. Employee shall be entitled to Incentive Compensation with respect to a calendar year equal to 33% of the excess of Proforma EBITDA over the EBITDA Target for such year subject to an annual maximum for any year of $5,000,000.

Proforma EBITDA means, with reference to any period, EBITDA for such period determined on a proforma basis for the Company and its Subsidiaries as if the Intersound Acquisition had occurred at the commencement of such period.

Proforma EBITDA has the meaning given to it in Clause 21 (Financial covenants).

Proforma EBITDA means the Company's reported EBITDA, plus the EBITDA of --------------- any acquired Companies as if they had been acquired on the 1st day of the applicable fiscal year.

Proforma EBITDA means, for the applicable period, income (loss) from operations calculated in accordance with GAAP, before the payment of interest and taxes, plus depreciation and amortization, determined in accordance with GAAP, and excluding an accounting for extraordinary and non-recurring charges such as purchase accounting charges, changes in revenue recognition and non-cash charges for stock options, provided that “Proforma EBITDA” for certain periods shall be as set forth on Schedule 15(a), attached hereto.

Proforma EBITDA means, for any Person and any period of its determination, the consolidated EBITDA of such Person plus, to the extent not included in EBITDA, the consolidated EBITDA of Acquired Entities calculated pursuant to Section 1.3(c) hereof as if the Acquired Entities were owned by such Person during the full period of determination.